Miraculous: Hero Time
by Avenger2003
Summary: Ben Tennyson is spending his Summer Vacation in Paris. But upon arrival Akumas attack. So will he continue to sit on the sidelines or will he step up and wear the Omnitrix once again to save the day. REMAKE of Miraculous/Ben10 Crossover.
1. Chapter 1

**If anyone has a better title picture or name for the story I would like to hear/see it.**

* * *

13 year old Ben Tennyson sat in his seat anxiously awaiting for the bell to ring signaling the end of his last day of school. Well the last day of school for him in America anyways. He, his Grandpa Max, and cousin Gwen are going to be spending their summer vacation overseas in Paris, France. However it was only March but they had gotten the green light to go ahead early from Ben and Gwen's parents if they finished school in France. Ben's parents approved because they hoped a European curriculum would help improve his grades and Gwen's parents because even if she somehow failed school in Europe she would still pass with an A because she always does extra credit work.

Ben wasn't too excited about the school part in France, especially since school goes on longer there than in the U.S, but if it meant seeing more of Paris and spending more time with Grandpa Max, Ben was happy to go.

RIIIINNNNNGGGGGG went the school bell and before anyone could leave their seats Ben had already zoomed out the door with the teacher behind him shouting "No Running!" but Ben ignored her as he continued running till he arrived at his locker, opened it, grabbed his backpack and zoomed outside the school and hopped on his bike but before he could leave he heard a voice call out to him.

"Hey Tennyson!" Ben turned his head to see J.T and Cash walking towards him with their fists looking ready to pound him.

J.T and Cash have been the school bullies since the second grade and for some reason always had it out for Ben.

"Oh great what now." muttered Ben as he got off his bike and stood to face them.

"What is it Cash you know I have to get home and pack for my trip." Ben said

"Oh yeah we know" said J.T

"Which is why we're going to give you an all expense paid trip to your destination for you."

"I don't suppose it's to Paris?" replied Ben in a somewhat sarcastic tone.

"Nope it's Wedgieville Tennyson and it's a one way trip." said Cash as he cracked his knuckles.

"Sorry guys but I'll have to pass" answered Ben as he quickly hopped back onto his bike and jolted off with J.T and Cash chasing behind him shouting and lagging behind him unable to match his bike's speed.

"Whew close one." thought Ben as he continued pedaling to his house.

* * *

Ben arrived home a few minutes later and parked his bike in the garage and zoomed towards his room.

"Ben no running in the house." called his mother from the living room.

"Sorry Mom" replied Ben but he still didn't stop until he reached his room and shut the door.

"Gah I have one hour to pack before Grandpa Max gets here." said Ben as he gathered clothes and stuffed them into his backpack in his rush to gather his things he accidentally knocked down a box in his closet causing it to spill a bulky retro looking watch with a green hourglass symbol on it.

"Oh man the Omnitrix" said Ben as he put it back into the box but held it in his hands for a moment contemplating on whether he should pack it.

"Better safe then sorry" said Ben as he took the Omnitrix out of the box and stuffed it into a pouch in his suitcase."

After a snack break Ben continued stuffing his usual black shirts and blue jeans and shorts into his backpack along with a ton of snacks to help him survive his Grandpa's cooking knowing that it would be horrific and inedible to him. Ben also decided to pack his Sumo Slammers video games to keep himself entertained. Ben then checked himself out in the mirror. He saw himself with slightly messy brown hair, green eyes, black T-Shirt, blue shorts that went down to his knees, and his usual neon green 10 jacket that had a white stripe going down the left side with a 10 inside a black circle which was in the middle of the stripe.

"Alright I don't look to bad" thought Ben to himself as then checked the clock on his wall to see the time

"3:54! I gotta bring out my suitcase now!" said Ben as he lugged his heavy suitcase to the front door to find his Grandpa Max already here.

"Need some help with that suitcase there Ben?" asked his Grandpa

"No I got it." Ben grunted as he continued to pull the heavy case to the Rustbucket.

As Ben pulled the suitcase into the Rustbucket a voice said "Need a hand Doofus" Ben turned his head to find his cousin Gwen closing the magic book she was reading and setting it on the table. Gwen looked different than the last time Ben had seen her. She still had green eyes like Ben but her hair had grown longer and now went down to her mid-back and turned a darker shade of orange than it used to be. Gwen was also wearing a dark blue top with a white collar that had sleeves that went to her elbows with a black skirt and dark maroon leggings.

"No I got it Dweeb but thanks for asking." replied Ben

He and Gwen used to argue and fight all the time when they were 10 but now it had turned more playful and nostalgic but was very rarely a real fight.

While Gwen resumed reading her book Ben continued lugging his bag and set it down by the bunks then head back out to say goodbye to his parents.

After his goodbyes Ben and Grandpa Max got back into the Rustbucket and began their trip. While Max sat at the steering wheel and began driving Ben sat at the table across from Gwen.

"How have things been going for you?" Ben asked

Gwen set down her spellbook again and replied "Things have been going fine. I've improved upon my magic skills and am still doing karate and extra credit work after school. what about you? anything else going on in your life?"

"Nothing much, I have started to play Soccer as a goalie ,well I guess they call it football in Europe." replied Ben.

"Awesome Ben." replied Gwen

"Oh yeah I almost forgot. I learned a spell that will allow us to speak and understand French fluently so we won't have any language problems." added Gwen with an excited grin on her face since she rarely got to try out her magic.

"Cool Gwen but I guess me practicing French was all for nothing then." replied Ben

"You learn another language yeah right Doofus. We both know you don't have the patience to learn another language." laughed Gwen

"I do too!" said Ben

"Do not!" said Gwen

"Do Too!" shouted Ben

"Do Not!" shouted Gwen and they continued doing that for awhile until they both burst out laughing from the fun shouting match they just had.

"it's hard to believe that we used to hate each other and yet now we get along so much better now Ben." Gwen said still giggling a bit.

"Yeah I know I never thought we would eventually get along." replied Ben

"But your still a Total Dweeb Gwen" Ben added as he started laughing again

"Right back atcha Doofus" Gwen said as she started laughing too.

Them getting along better put a smile on Grandpa Max's face knowing he would not have to deal with the drama and stress of keeping them from each other's throats anymore.

The rest of the trip mainly consisted of Ben and Gwen updating each other on how their lives have changed since the last time they met last summer and the occasional playful insults they always gave each other.

"Alright Kids we're at the Airport." said Grandpa Max as he parked the Rustbucket.

They all got out of the Rustbucket and entered the Airport to start their journey to France.

* * *

The Trip was longer than Ben had expected but was mostly just boring and uncomfortable due to the crummy economy class seats and nothing good to watch on the inflight entertainment. The only stressful part for Ben was when the Omnitrix set off the x ray machine at security before they had boarded. The security guards however just put it back in his suitcase thinking it was nothing more than a simple trinket.

Grandpa had informed him and Gwen on the way to baggage claim that the Rustbucket would arrive in about a week and that they would be staying at a hotel until then. Grandpa Max also told them that they would resume school in about a week in order to give them time to recover from Jetlag.

After they grabbed their suitcases from baggage claim and cleared customs they then left the airport and got a taxi to take them to the Grand Paris Hotel. Ben passed out in the car due to not being able to sleep on the plane and later woke up to Gwen pinching his nose shut to wake him up.

"huh agh huh uh" Ben woke up startled and snorting due to Gwen holding his nose.

"Wake Up Ben we're here." stated Gwen letting go of his nose and exiting the taxi.

"We're Where now." moaned Ben rubbing his eyes.

"The hotel doofus. Where else would we be." Gwen said as she grabbed her bag from the taxi trunk and pulled it up to Grandpa Max who was paying the taxi driver.

Ben yawned and left the taxi, grabbed his suitcase from the trunk and pulled it adjacent to Gwen as the Taxi Driver drove off.

"Alright lets go check in." said Grandpa Max as they made their way into the hotel.

As they entered they were greeted by a man with a red, white, and blue sash who looked kinda old and wore a suit and tie under the sash.

"Welcome to The Grand Paris Hotel. I am the Owner of this hotel and the mayor of Paris André Bourgeois how may I help you today?"

"We just need to check in" answered Grandpa Max

"Of course go over to that desk over there to check in and feel free to ask for anything else if you need it." replied the mayor as he then departed to greet more guests of the hotel. Grandpa Max checked them in and they went to their room. It had 2 twin beds and a pull out couch on one side. A TV on a nightstand on the other side of the room, A kitchenette,closet and bathroom with pink painted walls across the whole hotel room.

"Man this place is pretty swanky." said Ben as he plopped down onto a bed.

"Well surprisingly tourist season started early and this one was the only hotel with any openings so I had to get this on-" Grandpa Max was cut off by the sound of Ben's snoring.

"Doofus" muttered Gwen as she began to unpack her suitcase.

* * *

**4 Days Later**

* * *

After beginning to adjust to the timezone and a few brief walks to familiarize themselves with Paris , Ben and Gwen were starting to learn a few of the roads and routes of the city or at least the ones near their hotel. Grandpa Max had also informed them the other day that they had a tour of the school scheduled today at 2:00 in the afternoon French time which they were on their way to now.

As they arrived at the school they were greeted by a man with a big grey beard and a redhead teacher.

"Hello you must be the Tennysons. I am Principal Damocles and this is Ms Bustier she will be your teacher.

"It's always a pleasure to meet new students such as yourselves." said Ms Bustier as she shook hands with Gwen and Ben.

"Now Mr Tennyson I will need you to come with me to my office to fill out some paperwork while their class president gives the children a tour of the school." said Principal Damocles.

"Alright but then where is the class president?" asked Grandpa Max.

"I'm here!" shouted a girl with blueish black hair tied into pigtails. She wore a grey jacket over a white shirt with pink flower designs on it. She also wore pink pants and had also had a pink purse with similar designs to her shirt on it.

"Sorry I forgot I agreed to give a tour today." lied the girl who was really distracted gushing over her crush and was only undistracted by her best friend reminding her of the tour.

"Hi I'm Marinette." said Marinette as she held out her hand and introduced herself.

Ben and Gwen shook her hand and introduced themselves as well.

"Alright you two ,if you need me I'll be in the principal's office." stated Grandpa Max as he left with Principal Damocles.

"I have a class to teach so I trust that you two will be safe in Marinette's hands." said Ms Bustier as she also walked off.

"Alright lets begin the tour" said Marinette as she led Ben and Gwen around the school showing them all the different classrooms and explaining that during lunch time you don't have to eat at school but can leave , buy or eat food elsewhere during lunch break and also what extracurriculars their were to take, which Ben didn't pay much attention to.

Ben was so bored. Gwen and Marinette kept talking about extracurriculars during the tour and he zoned out thinking about sumo slammers. He snapped back to reality when Marinette asked him a question.

"Huh" said Ben

"I asked are you interested in any extracurriculars?" Marinette asked again.

"No not really." replied Ben trying to cover up the fact he wasn't really listening but he could tell Gwen noticed he didn't pay attention as she gave him a look.

"To bad Doofus I was looking forward to kicking your butt in fencing." mocked Gwen

"You could never kick my bu- wait your taking fencing?" asked Ben

"Well no guarantee but I will schedule a tryout with the instructor." replied Gwen

"I thought you would want to continue taking karate?" said Ben

"Judo Ben. and I do but they don't have a judo class here or any martial arts as an extracurricular here so the next best thing is fencing and it would look good on my extracurriculars list." answered Gwen.

"Also I can resume judo when we get back to Bellwood." added Gwen

"Yeah that makes sense." said Ben

"So lets continue the tour." added Ben shifting his gaze to Marinette.

"Uh Ben the tour is over." said Marinette with a bit of a grin on her face.

Ben blushed in embarrassment as he noticed Gwen also had a grin on her face trying to contain her laughter.

Ben was about to apologize when Marinette beat him to the punch. "It's fine I zone out in class sometimes too." she said

"Uh yeah sorry for not listening." Ben then said still having an embarrassed blush on his face.

"Alright that concludes the tour and if you have any questions or need any help just ask and oh yeah there's one more thing I should tell you. There's this mean girl named Chloe the mayor's daughter if she does or says anything mean to you don't take it too personally she's like that to everyone." finished Marinette.

Before any of them could ask any questions or say goodbye there was a loud shout from the courtyard.

"I am Uneducator! School is hard and frustrating so I shall remove it from the world starting with this school!" Uneducator shouted. Uneducator had the ridiculous tall pointy blonde hair like the guys from Dragon Ball Z. He wore a T-Shirt saying "Down With Homework" on it like Bart Simpson's shirt from that one Simpsons episode. He also wore a black sash with The science teacher's face imprinted on a corner along with several other teachers and all of the teachers on it had a look of terror on their faces. and also black pants that seemed to blend into his skin with a pencil bag in his pocket.

"Uh tour over gotta go bye!" said Marinette as she ran away from Ben and Gwen.

"Uneducator! Your name sucks!" shouted Ben down to Uneducator.

"How dare you! I am merely trying to save us teens from the merciless institution that is school and you mock me!" Well I shall add your face to my sash like all the other teachers!" Uneducator quipped back with an angry death glare at Ben.

Ben felt someone grab his shoulder and looked over to see it was Gwen.

"Ben what are you doing?" Gwen asked.

"Standing up to the school bully." Ben replied with a small grin forming on his face.

Gwen gave him a look. "Alright I was mocking him but you gotta admit he is ridiculous especially with that haircut.

"Enough!" Uneducator growled grabbing Ben and Gwen's attention as he did a super jump up to the railing making Ben and Gwen step back.

"Now to add you to my sash! Uneducator said as he pointed a pencil at Ben and the tip of it glowed a yellow orb off of it.

* * *

**Ok intro chapter of this remake done and a cliffhanger I hope you all find this story better than the orginal cause I thought my original was just lacking in detail and to quick to the action without enough rising action and events. So I am trying to change that in this remake but am also fixing some weak story elements. Also yes this takes place between the Original series and Alien Force so elements form both will be used. And this takes place during season 2 of Miraculous just so you all know. Anyways thanks for reading please review because I am really looking for feedback and opinions on how this is going so far.**


	2. Chapter 2

Uneducator was about to fire off his sash trap orb at Ben when a yoyo wrapped around his arm and pulled causing him to miss and shoot a wall instead with no effect. Uneducator turned his gaze to where the yoyo retracted to and saw Ladybug on the roof as a purple outline appeared above his face.

"Do not forget our agreement Uneducator get me Ladybug's and Cat Noir's miraculous or say goodbye to your powers!" said Hawkmoth through the psychic connection he held with Uneducator

"Don't worry Hawkmoth those miraculous are all yours." replied Uneducator as the purple outline faded.

"Ladybug give me your miraculous and you won't end up on my sash like the teachers." demanded Uneducator.

"Fat chance." said a new voice.

Everyone looked adjacent to ladybug to see that the voice was Cat Noir as he landed on the roof beside Ladybug with his baton/staff on his shoulders.

"Release the teachers at once!" demanded Ladybug

"Like Cat Noir said Fat Chance!" replied Uneducator

"Just as the battle was about to unfold Ben shouted "What the heck is going on here!"

Everyone looked at Ben like he was crazy (except Gwen who was trying to think what she should do or what was happening.).

"Oh right almost forgot about you. This is for mocking me!" yelled Uneducator as he aimed his pencil at Ben again with the tip glowing another yellow sash trap orb.

Ben dodged to the left with a role leaving a gap between him and Gwen as the trap orb hit a door causing no effect whatsoever.

Ben slapped his right hand on his left wrist out of habit until he realized the omnitrix is no longer on his wrist "Oh right." said Ben as he had to dodge another blast.

"Hold still!" growled Uneducator as he got off the railing only to be judo kicked by Gwen in the back.

"Ohhhgh!" groaned Uneducator as Gwen kicked him knocking him to the floor.

"No one blasts my cousin." said Gwen

"Then I'll have to blast you both!" yelled Uneducator as he re-aimed at Gwen but Ladybug's yoyo hit the pencil out of his hand and onto the floor.

"Nooooo!" yelled Uneducator as he reached for his pencil.

"Cat Noir!" shouted Ladybug.

"On it!" replied Cat Noir as he leapt from the roof and swiped the pencil before Uneducator could grab it and snapped it in hald expecting an akuma to fly out only to find nothing happened.

"huh what gives?" said Cat Noir with a look of confusion on his face

"Fool I have extras." said Uneducator as he pulled out another pencil from inside his pencil bag in his pocket.

"Now for you to join the teachers." said Uneducator as he prepared to fire another trap orb from his new pencil only to be judo kicked by Gwen in the back again

"Cut that out!" shouted Uneducator as he pointed his pencil and fired his trap orb at Gwen who failed to dodge or block in time. Gwen had vanished in an instant and a new terrified face that looked like Gwen's appeared simultaneously on Uneducator's sash.

"One down three to go." stated Uneducator as he looked towards Ben and Cat Noir

"What did you do with Gwen!" shouted Ben angrily

"Added her to my sash." answered Uneducator with and evil grin on his face and pointing to Gwen's face on his sash.

* * *

Ladybug swung from the roof at Uneducator using her yoyo as a swing and kicked Uneducator through a window as she landed where he was standing.

Ben was about to charge at Uneducator but Cat Noir put his arm in front of Ben.

"Stay back or he'll hit you too." ordered Cat Noir

"And do nothing I don't think so!" said Ben as he pushed through Cat Noir's arm and ran into the room Uneducator is in to find him getting up.

"HRAHHH!" shouted Ben as he tackled Uneducator back down to the floor as Ladybug and Cat Noir came in (Ladybug through the broken window and Cat Noir through the door)

"Get off me!" growled Uneducator as he kicked Ben off him. Ben landed on his butt on the other side of the small empty classroom.

Cat Noir took his chance and tackled Uneducator back down pinning him to the floor while trying to press down his staff to hold Uneducator in place but Uneducator was pushing back up with his hands on the staff.

"M'Lady I can't hold him much longer search him." said Cat Noir

Ladybug knew it couldn't be his pencils and he didn't have much on him. So it was either his sash or pencilbag and she was going for the pencil bag because who wears a sash to school.

"Cat Noir his pocket.!" Ladybug said but as she said it Uneducator forced Cat Noir off of him. Knowing he needed somewhere with more space to prevent being tackled again he pushed through Cat Noir and out the window and over the railing into the courtyard.

Cat Noir followed him out the window as they dueled or rather Cat Noir dodged his trap orbs and Uneducator dodged his staff strikes.

Ladybug ran out to followed by Ben as they looked over the railing.

"Lucky Charm!" shouted Ladybug as she threw her yoyo up in the air and a pencil with red and black spots fell into her hands.

"A pencil. What am supposed to do with this?" wondered Ladybug as she looked around but couldn't see what to do.

"I don't suppose that's a magic pencil like his?" stated Ben sorta as a joke.

"That's it thank you Be-errr civilian now please stay back while I save your cousin and all the teachers" said Ladybug as she joined the fight in the courtyard with the miraculous pencil in hand.

Ben stood there wondering how she knew Gwen was his cousin?

As Ladybug landed she said "Cat I need your staff!"

"Sure thing bugaboo." replied Cat Noir as he dodged a trap orb and tossed it to her.

Ladybug groaned at the nickname and then rolled the baton towards Uneducator.

Uneducator then stepped back to dodge Cat Noir trying to scratch him but slipped on his baton and fell causing his pencils and pencil bags to fall and spill out from his pocket.

"Noooo!" he shouted as he reached for another pencil. Uneducator grabbed one and pointed it at Ladybug who had moved to grab the pencil bag instead.

As Ladybug grabbed the pencil bag Uneducator shouted "Time's up Ladybug!" but nothing happened. No trap orb came from his pencil. As Uneducator looked at it he noticed a red with black spots pattern on it.

"What this isn't one of my pencils!" said Uneducator shocked.

"Nope its mine. I slipped it in along with the other pencils during your tumble." Ladybug said

"Cat Noir catch!" shouted Ladybug as she threw the pencil in Cat Noir's direction.

"Cataclysm!" shouted Cat Noir as the pencil bag landed in his hand and turned to dust.

Out of the dust a purple butterfly flew out.

"No more evil doing for you little akuma." said Ladybug as she opened up her yoyo

"Time to Deevilise!" said Ladybug as she threw her yoyo at the akuma and caught it inside the yoyo as it closed onto the butterfly.

Ladybug opened up the yoyo and out came a normal white butterfly. "Bye Bye little butterfly." said Ladybug as the now normal butterfly flew away.

Ladybug then walked over to Uneducator who had turned back into his normal self and took the pencil from him as Cat Noir helped him up. She then tossed the pencil up into the air and shouted "Miraculous Ladybug!" as swarms of ladybugs came around and restored everything and everyone back to the way they were.

The ladybugs came up to Ben and restored Gwen to his right.

"Gwen!" shouted Ben as he gave her a hug.

"Whoa uh Ben not that I don't enjoy your hug but uh what happened?" asked Gwen

Ben released her from the hug and said "You don't remember? The Uneducator blasted you and you ended up on his sash. I thought I had lost you." answered Ben.

"Well i'm here now so need to get all sappy with me Doofus." said Gwen as she crossed her arms.

"Shut Up Dweeb." replied Ben with a grin.

Ben and Gwen then looked over to see Ladybug and Cat Noir fist bumping and then jumping away.

Grandpa Max then stormed out of Principal Damocles's office with the principal following him saying "Wait the akuma could still be around!"

"And do what let it terrorize the school? I would rather be captured trying to stop it then not be captured from doing nothing." replied Grandpa Max as he noticed the courtyard was clear with Ben and Gwen on the railing.

Grandpa Max then ran over to them and asked "Ben Gwen you two ok?"

"Yup we're fine but Gwen got herself captured like a Dweeb." answered Ben

"Dweeb! Unlike you He barely even gave me a threat before he tried to shoot me! You got a long heads up like "This is for mocking me!" I just got "Cut That Out!" complained Gwen as she and Ben gave each death glares as their heads locked

Grandpa Max sighed as he had been hoping they were over this by now but appears they're still in the process of outgrowing such behavior.

"Alright that's enough you two." said Grandpa Max as he separated them as the principal walked up to them.

"Yes ahem well apologies for keeping you in my office for so long Max. I am just so accustomed to waiting for Ladybug and Cat Noir to save the day unlike you." apologized Principal Damocles.

"It's alright and you did explain the situation of this to me so I suppose I would have been running in blind" replied Grandpa Max

"Uh explain what?" asked Gwen with Ben nodding his head in agreement with her question.

"The principal explained that akuma attacks as their called are a common thing here but are always fixed by Ladybug and Cat Noir and all damages are reversed by Ladybug's powers."

"So like that swarm of Ladybugs that restored everything they touched was that power?" asked Ben

"Well it took me a while to understand but yes it appears to be a ladybug swarm that fixes everything." answered Grandpa Max

"How to ladybugs fix things in a few seconds?" asked Gwen

Everyone turned to the principal who shrugged his shoulders in question and replied "I don't know. I think you would have to ask Ladybug that question."

"Now you both start on Monday and if you have any further questions feel free to ask." finished the principal as he and Max shook hands and the Tennysons left the school and began walking back to the Grand Paris Hotel. However on the way back Ben was having some serious thoughts.

"Hey Grandpa" said Ben

"Yes Ben?" replied Grandpa Max

"Do you think I should maybe put back on the Omnitrix?" asked Ben

Grandpa Max stopped walking and turned to face Ben

"Ben that is your decision and always will be." he replied and resumed walking back to the hotel along with Gwen.

Ben lingered back a second pondering what Grandpa Max had said and then ran to catch up to them.

* * *

**7:30pm (French Time)**

Back at the hotel Ben was holding the Omnitrix in his hands still wondering if he should put it back on again.

Grandpa Max had already hit the hay and Gwen was in the bathroom taking a shower.

"I can't just be helpless and let a supervillain trap Gwen again." thought Ben

"But I also want to keep living a normal life." Ben also thought as he stared down at the Omnitrix

Just then Gwen came out of the bathroom in her pajamas and a towel wrapped around her head to see Ben staring at the Omnitrix.

"Ben you know you don't have to wear it again. I mean yeah there are supervillains here but their is also superheroes here to fight them." said Gwen as she stood by Ben

Ben looked up to face Gwen and said "Yeah I know but when you were hit by that trap orb thing. I was helpless to stop it. I... I can't be helpless to stop that from happening to you or anyone else again." replied Ben as he locked the Omnitrix around his wrist.

Gwen gasped she wasn't expecting Ben to take this so seriously.

"Besides the next time we see Azmuth we can ask him to remove it again after the summer is over" added Ben

"Alright Ben." replied Gwen as she went to her bed and opened up her spellbook.

Ben stared back down to the Omnitrix now on his wrist.

"It'll be just like old times I guess." He thought.

* * *

**Alright that is a wrap on this chapter. I will be sure to start working on the next one soon. Just so you all know I try to make chapters between 2000 and 3000 words (excluding author notes). Also I will try to update weekly on Saturdays but no promises. Thanks for reading please review and keep an eye on my profile page for possible update dates like if there will be a delay or early release or on time or some other news. Again thanks for reading see you next chapter**

**Avenger2003**

**P.S yes Ben will transform next chapter**


	3. Chapter 3

**NOTE: This chapter is longer than the usual 2000-3000 words but like half of it is reused scenes from the episode Riposte. and all updates will be every Saturday unless so stated on my profile page.**

* * *

Ben woke up, got dressed, and went down to the hotel's complimentary breakfast and joined Grandpa and Gwen at a table.

Ben yawned and then said "morning" and then yawned again clearly still waking up.

"Morning Ben." answered Grandpa Max with a smile but then noticed the Omnitrix back on Ben's wrist.

"Ben is that the Omnitrix?" asked Grandpa Max double-checking he hadn't lost his marbles.

"Huh oh yeah." replied Ben with a waffle stuffed in his mouth and clearly still sleepy.

Grandpa raised an eyebrow at Ben's response "And you're not going to tell me why you put it back on?" he questioned.

Ben after taking a moment to swallow his waffle answered "Well I can't just sit on the sidelines with all of these akuma things nor can I let Dweeb here get captured again." Gwen gave him a death glare for that comment but refrained from causing a scene since they were in a fancy hotel at the moment.

"Well that is very mature of you Ben to admit you care about your cousin's safety like that." replied Grandpa Max

Realizing he accidentally admitted he cared about Gwen (like family not romantically) Ben then retaliated "No I don't care about her I just can't be a superhero if I let a supervillain trap someone. Even if it is my dorky cousin."

Grandpa Max frowned at that. It was another confirmation he still hadn't outgrown the teasing and fighting with Gwen yet. Gwen however responded "Yeah real mature doofus just so you know I won't bother saving you if you get captured by one of those akumowhatsits."

Ben and Gwen then went back to their old behavior of butting heads so grandpa Max had to hurry them out of the breakfast and back to the hotel room.

* * *

"Great way to start out the day fighting with your doofus of a cousin Gwen" Gwen thought to herself as she walked to her fencing tryout. She had studied the rules of fencing and watched some online tutorials to help her get a basic understanding on the subject last night. When she arrived she got changed into some fencing gear and joined the other people trying to join. When Gwen joined the group she saw Marinette there which puzzled her since Marinette hadn't told her she would be taking fencing.

Gwen walked up behind Marinette and tapped her on the shoulder. Marinette turned around to face Gwen

"Oh hey Gwen." greeted Marinette.

"Hi Marinette. I didn't know you were also interested in fencing?" said Gwen

Marinette blushed then replied "Yeah I am."

Gwen was a bit confused by the blush but before she could ask about the fencing instructor spoke

"I am the fencing Instructor Mr D'Argencourt. As I'm sure your aware we only have two spots open this year. So to select the best candidates I will observe the beginners performing attacks on the experienced students. Now Get into position."

"Where's Adrien?" questioned Marinette

"Who's Adrien?" asked Gwen

causing Marinette to blush and turn to Gwen

"Oh uh he's a classmate. blond really cute, nice, and super handsome." answered Marinette.

"Thanks for the compliments." said a voice whom Gwen and Marinette turned towards.

The voice lifted up his fencing mask to show a blond haired boy with emerald green eyes which were slightly brighter than Gwen's. He also was wearing the usual fencing outfit of all the fencing students and his face looked like that of a model's.

"Gah!" panicked Marinette as she realized that Adrien heard her comments.

"I didn't know you were into fencing Marinette." said Adrien "Oh and hello I'm Adrien." Adrien greeted holding his hand out.

Gwen shook it and said "Gwen my name's Gwen."

"Nice to meet you Gwen."

Marinette after being paralyzed for a second finally responded to Adrien "Adrien. Nice to fencing! I'm totally into you! "I mean nice to see you. Yeah I'm totally into fencing"

Adrien chuckled at that and Marinette giggled. Gwen could tell Marinette obviously had a crush on this guy so she decided to leave them alone and find an experienced student to test her out.

* * *

Gwen was about to begin her practice duel with the partner she found when a mystery person in a red fencing uniform shouted "Hey you! Are you Mr. D'Argencourt? The Fencing Master? I want to join your team!"

"Only the best are admitted you knave." replied Mr. D'Argencourt.

"And I was everywhere I went

"Par Le Fer! This whippersnapper has nerve. All right I may consider your admission, shall you defeat one of my students!" Dared Mr. D'Argencourt.

"Which one of you is the best combatant?" asked the mystery person.

Adrien stepped forward through the crowd. "Adrien please give our guest a lesson in chivalry." said Mr. D'Argencourt

"I shall master." replied Adrien slipping back on his fencing mask. A minute later they were hooked up to the fencing machine (not sure what the proper name is) and began dueling.

* * *

After several stalemates Adrien and the person in red fought without the fencing machine however the fight got a bit out of hand and all the way into the library on the second floor of the school. During the chaos everyone tried to get up but was blocked by a runaway book cart and the roadkilled by the book cart Mr.D'Argencourt. except Marinette who had went around on the opposite staircase and was the only one to see Adrien and the masked stranger finish their duel in what appeared to be another draw.

"Who got the first hit WHO!" demanded the fighter to Marinette as Gwen had finally made it around up the same staircase Marinette did.

"Uh... I" stuttered Marinette

"Who touched first. Tell us now!" groaned Mr.D'Argencourt who came crawling up the stairs.

"I don't know. I think... it was... Adrien?" answered Marinette clearly uncertain.

Suddenly like magic Mr.D'Argencourt miraculously recovered and boasted "Ha ha! Wonderful! This victory is an honor to D'Argencourt academy!

The masked fencer sighed, shook hands with Adrien and then left.

After the masked fencer was gone Adrien lifted back up his fencing mask and said "Are you sure Marinette?"

"Uh... Well not entirely sure. I mean it looked like it was you but it went so fast." answered Marinette.

Adrien turned to face the instructor and said "I think he touched me first."

"The referee has the last word" replied Mr. D'Argencourt

Adrien ran over to the railing to see the mystery fencer throw his saber into the the ground and leave.

Adrien turned to face everyone (on the second floor not below) and said "I'm going to offer him a decisive match." as he then ran down the stairs and after the mystery fencer with the mystery fencer's saber in hand.

* * *

Gwen and Marinette made down the stairs and to the exit to find Adrien face to face with the no longer mystery fencer whom everyone assumed was male. turns out he was a she with hair a little more blue than Marinette's but swept over and not in pigtails. She also looked asian and held her fencing helmet in her arms.

Adrien then stuttered "Let's do a... Decisive... Match?

She replied coldly "What's the point you won. There's no such thing as a second chance in my family. Goodbye." she then got into her car and the driver (or self driving car) drove off with Adrien shouting after her "Hey! What's your name?"

Adrien then got into his own car which followed the mystery girl's car.

Just Adrien took off Marinette and Gwen saw an akuma flutter by "An akuma!" said Marinette as she began to chase it.

"Hey wait where are you going?" called out Gwen from the top of the stairs.

"Uh... well since there's an akuma I... need to make sure my parents will be ok during this attack. Yeah akumas really stress them out bye." answered Marinette as she resumed her chase.

After Marinette left Gwen pulled out her phone and called Ben.

* * *

Ben was playing one of his many Sumo slammers video games in the hotel room while Grandpa Max was packing up a suitcase when suddenly his phone rang from his pocket. Ben paused his game and looked to see it was Gwen calling and answered "This better be important dweeb. I can't wait forever to beat Kenko."

"Well Kenko will have to wait while you defeat a real super villain Doofus!" Just saw one of those purple butterfly things flying around which means a super villain will come out soon and I haven't perfected my disguise spell yet so I can't fight it without revealing my identity which means you have to." replied Gwen

"Sure it wasn't just a purple butterfly and not the kind that turns people evil." asked Ben somewhat sarcastically.

"Yes Marinette herself identified it as one of the evil ones. So get off your butt and go fight it!" shouted Gwen through the phone causing Ben to move his head away due to the volume.

"Alright alright on my way. Wait. Where is it?" asked Ben

"Somewhere at an intersection near the school is where it was headed." answered Gwen.

"K on my way." finished Ben as he hung up and put his phone back in his pocket leaving sumo slammers on the bed and rushed out of the hotel.

* * *

Ben ran towards an intersection near the school hoping it is the right one. When he saw a car cut in half and another car with a hole in its roof he knew it was the right intersection. However there was another problem the battle looked like it had already happened and passed.

"Darn I missed them." grumbled Ben but then he heard a shout from the roof of an adjacent building

"I will defeat you. Both of you! I am the best fencer!" growled a woman with silver skin and silver armor. she also had a blade that was merged with her hand and a helmet over her head with a red symbol in the center. She also had blood red eyes and also appeared to be extremely furious. Ladybug was also up there with a blond person whom Ben didn't recognize.

While the blond person and Ladybug talked about some fencing error to the akuma Ben made his way to an alley and activated the omnitrix.

"Alright first time in over a year. So who to choose?" thought Ben as he scrolled through his list of options.

"hmmm Heatblast would melt her and I want to save her not eliminate her so not him. Grey Matter and Upgrade would need tech to work with so they're a no too.

Before he could decide he heard the akuma shout "It's too late the damage has been done! This time, I shall be the referee!"

No time to pick and choose just give me someone that can fight." said Ben as he slammed down the Omnitrix core without really looking at what alien he chose right before a bright green light appeared as he transformed.

While Ben transformed Ladybug was dueling with Riposte on the roof but was mostly forced onto the defense due to Riposte's fast slices and jabs at her.

Ladybug then seeing an opportunity threw her yoyo at Riposte but seemingly missing it and wrapped it around a chimney instead.

Riposte smirked at Ladybug missing her but then Ladybug pulled the chimney down on top of her trapping her temporarily underneath the now having finished transforming now saw Ladybug then swung off with the blond boy in tow leaving Ben thinking "huh guess I wasn't needed after all" or at least he thought that until he saw the akuma slice out of the rubble with a look of rage on her face.

Seeing this Ben leapt onto the roof as Four Arms (however where his shirt was once white was now green since he no longer had his old White with black stripe T shirt but the rest of his outfit remained the same as it did when he was ten) and causing the roof to shake upon holding his weight.

Four Arms then said "Your not going anywhere after them."

"Who are you?" asked the akuma.

"Name's Four Arms you?" replied Ben

"Riposte." she answered just then a purple outline came over her face confusing Four Arms a bit but then it dissipated just as quickly as it appeared.

"Join me Four of Arms and we can rule Paris." offered Riposte

"Ok one the name is Four Arms not Four of Arms. Second I'm a superhero not a villain like you. Three can we just skip to the part where I kick your butt!" growled Four Arms with annoyance.

"EN GARDE!" Shouted Riposte as she took a lunging stance but Four Arms moved before her trying to ram her with his massive strength and size. However Riposte just leapt over him and threw an energy slice at his back as she landed.

The slice however did nothing to Four Arms's thick skin and he shrugged it off as he turned to her.

"Was that supposed to be an attack or a back massage." gloated Four Arms as he crossed his arms with a smug look on his face.

Riposte growled in frustration. She then lunged at Four Arms trying to strike his chest with her blade but Four Arms was parrying the strikes off with his arms.

Four Arms then grabbed the blade above his lower left arm with his upper right arm and threw Riposte down into the street creating a crater.

"Hah that'll teach yah." gloated Four Arms

However Four Arms heard a creaking sound as he looked beneath himself he realized the roof could no longer support his several hundred pound weight and was going to collapse.

"Oh crud" groaned Four Arms right before he crashed through the roof and into someone's apartment however that someone wasn't home.

Four Arms was lying in a pile of broken wooden boards and was about to get up when he heard the typical beeping sound signaling the end of his transformation.

"And this is worse" said Four Arms right before he transformed back into Ben in a flash of green light.

Ben then got up coughing a little at all the wood dust he just breathed in and walked over to the window to see Riposte leap on top of a building jumping her way towards the Louvre.

"Even better that I couldn't keep her away long enough to get that blond kid to safety." groaned Ben as he left to chase after Riposte.

* * *

Wasn't difficult for Ben to find where Riposte was heading even though she easily outran or out jumped him to the Louvre. Ben just had to follow the police to their outside barricade of the Louvre with a now sliced off roof.

However Ben knew getting past their barricade wouldn't be easy unless... "XLR8 could just zoom right past them without them even knowing I was there" thought Ben as peeked out from behind a building adjacent to the Louvre **(NOTE I have never been to Paris so am not familiar with the architecture of the city just the famous stuff so if I make some mistakes about what the city looks like sorry) **

Ben activated the Omnitrix which had recharged on his way to the Louvre and dialed up XLR8.

"Its Hero Time!" said Ben as he slammed down on the omnitrix core causing a green flash to appear from it as he transformed.

* * *

Cat Noir had finally shown up to help Ladybug beat Riposte but Riposte had forced Ladybug out of the paintings gallery and trapped Cat Noir in by activating the security system which barred him in.

"Ladybug!" Cat Noir shouted as he ran up to the bars.

"Ready to lose Ladybug." said Riposte has she charged at Ladybug.

Ladybug dodged slash after slash as the fight led her and Riposte down the stairs and to the Egyptian exhibit where she had hidden Adrien in the sarcophagus.

Riposte shoved Ladybug into the Egyptian room. Ladybug looked towards the sarcophagus after she landed on the floor and her sword had rolled away.

Unfortunately her glance towards the sarcophagus was a dead giveaway to Adrien's location for Riposte "Of Course" said Riposte realizing where Ladybug had hidden Adrien.

Riposte jumped off the walls and columns of the room and landed before the sarcophagus and said "The hour of revenge has struck." right before she slashed the sarcophagus into pieces to find nothing inside it. She and Ladybug both held a look of shock on their faces but Ladybug quickly shook it off and hit the burglar alarm sealing Riposte inside the sarcophagus area of the room.

Cat Noir then slid down the stair banister to join Ladybug in her fight against Riposte.

"He's gone." said Ladybug

"Uh Who? asked Cat Noir a little stupidly

"Riposte is trying to get revenge on Adrien Agreste. I hid him inside the sarcophagus." answered Ladybug

"Maybe he was feeling Claws-trophobic?" punned Cat Noir.

Ladybug gave him an are you serious look.

Riposte then spoke up "We can look for him together, Ladybug and finish this match." She then sliced away the bars that sealed her inside the room.

Just as Ladybug was about to call on her lucky charm a green fist came out of nowhere and punched Riposte in the side of the head knocking her down. The fist then retracted back towards a green plant like creature. It had one blue eye, numerous legs, what looked like the jaw of a Venus flytrap on its shoulders and black fruit budding from its back.

The green creature stepped out of the hole it had burrowed through to get into the room.

"Uh Ladybug am I crazy or is that another akuma?" said Cat Noir shocked to see the plant guy.

"It can't be an akuma. We know Riposte is the akuma so what is it?" replied Ladybug also shocked.

The green creature turned to them and said "Don't just stand there are you going to help me beat her or not?"

Ladybug snapped out of her shocked stupor and said "Lucky Charm!" as she threw up her yoyo into the air.

As the yoyo spun a radiator fell into Ladybug's hands. "A radiator?" said Ladybug.

"Great that should really heat things up." punned Cat Noir less punning more fighting said the green plant greature who was currently dealing with Riposte trying to slash him.

"Hold still you overgrown shrub!" growled Riposte as she continued to slash at the green creature.

"Hey the name's Wildvine not shrub. And-" Before Wildvine could finish Riposte had sliced of his right arm.

"Ow! hey that hurt!" yelled Wildvine. Just then his arm began to grow back much to everyone's shock.

"Impossible!" roared Riposte.

"You have no idea what's possible." replied Wildvine as he reached onto his back and plucked a black fruit off of it and threw it at Riposte creating an explosion knocking her into a column."

Why Wildvine had been fighting Riposte Ladybug explained her plan to Cat Noir. Cat Noir gave Ladybug his belt like she asked and took the radiator as they then faced Riposte's lying body that was getting up.

"Hey Riposte!" yelled Cat Noir charging at her with the Radiator

Riposte responded by attempting to jab the sword through the radiator at Cat Noir but it just went through it and Ladybug then wrapped Cat Noir's belt around the guard of the sword. Wildvine saw what they were doing and seized his chance to restrain Riposte by wrapping himself around her like a python by stretching himself as he held all of her still except her sword arm.

Ladybug said "Prêt!" then Cat Noir finished her line "Allez!" as they pulled the radiator to the right snapping Riposte's blade off the hilt (which was also where her hand used to be)

The blade landed on the floor and out of it came a purple butterfly. "No more evil doing for you little akuma." said Ladybug as she opened up her yoyo and then swung it at the purple butterfly capturing it inside. Ladybug then released it saying "Bye bye little butterfly.". Lastly Ladybug tossed her radiator into the air shouting "Miraculous Ladybug!" as a magic swarm of Ladybugs appeared and repaired all the damages of the battle and returned Riposte back into the former mystery fencer girl.

Cat Noir's ring then beeped and he said "Gotta go. Have a vets appointment. Take care of the young lady will ya. Oh and be sure to fill me on on the details of that guy." replied Cat Noir pointing to Wildvine. Ladybug nodded her head yes and ran over to the former akuma and told her everything is ok.

"Yup everything is great, We stopped your rampage and saved that blond kid. wait where is he." said Wildvine now looking around in confusion after his focus was on the girl who was once Riposte.

Ladybug ignored Wildvine and lead the akumatized victim to the exit saying "You go on ahead I have to find someone."

"Thanks" replied the girl as she left.

Ladybug then looked around and said "Now where could he have gone." and just then the blond kid stepped out and said "Ladybug." catching hers and Wildvine's attention.

"There you are." sighed Ladybug in relief.

"Yeah I'm sorry I figured it would be better to escape before Riposte came along. Besides, I hate to be locked up." said Adrien rubbing the back of his neck nervously.

Ladybug gasped and then replied "I'm so sorry. You did the right thing."

Then a somewhat awkward silence filled the room. Adrien was going to break it but then Wildvine spoke up "So your the kid she was after?"

Adrien and Ladybug turned to face Wildvine. "Uh yeah she was upset about losing a fencing match to me and got akumatized by it. But uh who are you?" said Adrien

Wildvine blinked then said "I'm Wildvine."

"How about what are you?" asked Ladybug

"An alien plant I think." answered Wildvine.

Ladybug scoffed at that and then replied "There's no such thing as aliens. You're just trying to hide the fact you're another miraculous wielder like me and Cat Noir aren't you."

Wildvine took a moment to process a response and then said "Believe what you want but I'll go leave the way I came in." only to then see the hole he made in the wall was gone. It had been repaired by the magic ladybug swarm from miraculous ladybug.

"Guess the owners of this museum wouldn't be too happy if I made another hole just to get out huh." said Wildvine as he then turned around and left via the stairs to head to the bathroom to wait out his transformation leaving a curious Adrien behind and a skeptical Ladybug.

* * *

After some persuading from Adrien Mr.D'Argencourt agreed to give the girl now known by her name Kagami a more fair chance to join the fencing team like everyone else. Mainly because he hadn't decided yet who would get into the two spots on the team yet and Adrien never lied so taking his recommendation seriously Mr.D'Argencourt gave Kagami the same type of tryout everyone else had.

Kagami easily beat her opponent even though he was an experienced fencer which surprised Mr.D'Argencourt.

Marinette knew Kagami would make the team for certain but there was the second spot that she might make.

After all the tryouts were completed before they all left to go home Mr.D'Argencourt announced something.

"I am proud of all of you for trying your absolute best to join my prestigious fencing team. But alas only two spots are open so I may only choose two of you. And the two I believe to have stood out above the rest and shall join the team are Kagami Tsurugi and Gwen Tennyson. That is all. You are all dismissed. Oh and Ms Tsurugi and Ms Tennyson. Lessons are every Wednesday and Friday immediately after school so I expect you both to be punctual."

Gwen was happy to make the team Especially since she had no prior experience with fencing. On her way out she spotted Marinette leaving and called out to her "Hey Marinette!"

Marinette stopped and turned around to face Gwen and said "Hey congrats on making the team."

"Thanks but that's not what I wanted to talk to you about." replied Gwen

Marinette grew a look of confusion o her face until Gwen clarified "Actually I noticed how you acted around Adrien and its kinda obvious."

Marinette blushed in embarrassment and replied "Please don't tell Adrien."

"Woah I'm not going to tell him just going to give you some advise" answered Gwen. Marinette looked relieved to hear that.

"So advice number 1: Don't let Ben know you have a crush." said Gwen.

"Huh what why?" asked Marinette.

"Because Ben is terrible with secrets and who knows what he would do if he knew." answered Gwen knowing there was only one secret Ben can actually keep.

Marinette nodded for Gwen to continue.

"And lastly Advice number 2: You need to tell him. Cause if you don't then by the time you do it may be too late." said Gwen

Marinette blushed "Yeah... I can never talk right around Adrien. All of my words get jumbled around or I trip and ruin every chance I get of spending time with him." sighed Marinette.

"Well if you need any help I'll be glad to help in any way I can." replied Gwen

"Thanks Gwen." said Marinette as they then parted ways.

* * *

**So chapter done. Next chapter will be Ben and Gwen's first day of school in Paris so who knows what kind of drama or trouble would come around at that. Oh yeah I do but no spoilers. Thanks for reading please review I value feedback and ****constructive criticism and I'll see you next chapter which will release next Saturday. :)**


	4. Chapter 4

Ben and Gwen stood before the school entrance. This morning had been kinda a rush because they had to check out of the apartment and move all of their stuff into the Rustbucket at like 5:30am so they wouldn't be late to school. They weren't late and it was currently 6:57am and school starts at 7:00am sharp.

Gwen started to walk into the school but stopped halfway up the steps to turn and see Ben still standing immobile in front of the school. "Ben you coming or going to keep waiting to get a tardy on day one?" asked Gwen

Ben snapped out of his petrification and responded "Just thinking.". He then went up to Gwen and they walked into their school.

"Thinking about what?" asked Gwen

"If the school here would be easier or more difficult than back in America." answered Ben

Gwen gave that a bit of though but ultimately didn't care much since she does so much extra credit work and was already getting straight A's anyways.

Gwen and Ben had by the time Gwen stopped thinking reached the classroom that they were told would be theirs when they took the school tour with Marinette. They then walked in to see that most seats were filled but noticed Marinette was missing and they didn't recognize anyone else there except Adrien whom was in Gwen's fencing class and Wildvine had saved from Riposte the other day.

Upon entering they were greeted by "Ahh hello again Ben and Gwen. Welcome to the class. your seats are in the right back row." Ben and Gwen looked to see an empty row in the back of the room and went over and sat down there. Ben was a little upset by having to sit next to Gwen but then realized sitting next to who was probably the smartest person in the class was a good thing for his grades which is why his parents had let him come to Paris in the first place. They had hoped a European curriculum would help boost his grades up.

The school bell then rang and Ms Bustier started class by introducing Ben and Gwen to the class but was interrupted by Marinette running in to the classroom.

"Sorry I'm late again I slept through my alarm." panted Marinette as she then took her seat in the front of the class.

"Again? Marinette maybe you should get a louder alarm if you keep sleeping through it." replied Ms Bustier who then began a boring lesson on poetry which Ben didn't pay much attention to since English (or I guess here French) was his worst subject and he had pretty much given up on it.

* * *

After Ms Bustier's class everyone introduced themselves even the Chloe Marinette warned them about but then she just started bragging about herself and then shortly after stormed off saying something that they shouldn't be in her presence or something Ben wasn't really paying attention after she had started bragging about herself ("Hmm maybe that's why she stormed off I wasn't listening?" thought Ben) with her friend who was more of an assistant Sabrina. Ben had P.E and Gwen Honors Math. Ben did great at P.E since he has had a lot of physical experience saving the world from aliens and what not. After that they had some more classes until around noon where they were released for lunch. Ben and Gwen knowing since Marinette told them on the tour that students are allowed to leave the school for lunch were going to do so but weren't certain where exactly to go? That is until they heard someone approach them from behind.

"Hey Ben, Gwen!" shouted a voice Ben and Gwen both turned around from the top of the school entrance stairs to see Marinette and another girl walk up to them. The other girl had dark skin and red hair that was darker on top but got brighter the further from her head her hair was. She was also wearing a patterned stripe top and blue jeans.

"Yeah Marinette?" asked Gwen.

"So me and Alya here" Marinette said pointing to her friend Alya. "We're going to head over to my parents bakery for some baked goods for lunch want to join us?"

"Sure." said Gwen everyone then turned to Ben who added "Yeah why not."

Before they could leave however they were interrupted by a snooty laugh that stereotypical rich people have. They all turned to see Chloe and her friend Sabrina however she was not laughing with Chloe. "The Dupain-Chang bakery. Puhlease that is the worst bakery in Paris. You two should come with moi to my father's hotel restaurant the food is the fanciest in all of Paris." said Chloe

"We've already been to your father's restaurant Chloe we were after all staying there for a week." replied Ben who then added "Plus I would like to try some more traditional Parisian food." Gwen nodded her head in agreement with Ben.

"Humph I should have known you two would hang out with losers like Dupain-Cheng!" growled Chloe as she stormed off again with Sabrina following her.

"I think I'll get along with you two just fine" said Alya.

"Why?" asked Ben

The girls just giggled at Ben who didn't understand the somewhat obvious reason being that it was because Chloe dislikes them now.

"No what seriously?" repeated Ben as he followed the girls who had started walking to the bakery across the street. While going over Alya was explaining what happened to her yesterday. "So when I got to the Louvre the police wouldn't let me in saying it was for my own safety."

"Well Alya that does sorta make sense." replied Marinette

"Yeah but I didn't get any footage for my blog." groaned Alya

"Blog?" asked Gwen

"Yeah the Ladyblog." answered Alya. Ben and Gwen both had looks of "Huh?" on their faces

"Oh my gosh you two have never seen my blog. I post everything on Ladybug and Cat Noir on there I even have exclusive interviews and footage the media has never gotten before." bragged Alya.

By the time they had gotten to the bakery Alya was still rambling on about her blog so while she did that to Gwen, Ben and Marinette went up to order.

"Hi Maman" greeted Marinette to her mother.

"Hello sweetie. Oh who's your new friend here?" asked Marinette's mother.

"I'm Ben." Ben answered offering out his hand for a handshake.

Marinette's mother shook his hand and then said "Well friends of Marinette can have anything they want off the menu for free."

"Really thanks." thanked Ben.

"Oh it's no trouble at all dear." Marinette's mother replied.

"Hmmm what to choose?" said Ben as he began looking at the displays.

Gwen and Alya then came up after and Gwen was told by Marinette's mother she could also have free food as well but Gwen insisted on paying for her food unlike Ben

Ben decided on a chocolate croissant and Gwen got a box of macaroons. The group then went upstairs and sat at Marinette's family's dinner table and ate their baked goods.

"Mmmm Marinette your parents make such good food." complimented Ben after swallowing his croissant.

"Thank you Ben." replied Marinette.

The group of now friends then left and went back to school due to lunch break being nearly over.

* * *

Ben and Gwen were now in science with Ms. Mendeleiev doing a penny to gold experiment when a loud "BOOOOOOM!" was heard outside.

sighed and said "Sounds like another akuma attack nearby. So I must dismiss the class again for your own safety."

Everyone left the class after that rushing to get home except Ben and Gwen who knew Grandpa Max would drive by and pick them up in the Rustbucket but they also did not know where he has it currently parked.

"Well I have to go be a superhero right now. If Grandpa swoops by tell him it was hero time." said Ben running off to go transform.

Gwen sighed and then said to herself "I wish my disguise spell was done." as she then walked over to and sat on a bench studying her spell book in hopes of completing her magic disguise.

* * *

Ben ran towards the source of all the booms and the closer he got the louder they got.

When Ben got close enough he saw the source of the explosions was an akuma (big surprise) in the park who was wandering to buildings that were adjacent to the small park and throwing explosions that went off like fireworks at them and destroying them in the process. There also wasn't any people around so it seemed everyone ran away to avoid the destructive pyrotechnics. However just to be safe Ben ducked into an empty alleyway and peeked his head out.

The akuma wore a red skin tight long sleeved shirt with orange flame patterns on it. He also had messy charcoal black hair (like not styled just kinda sticking out hair). He wore black gloves, red skintight pants as well but without a flame pattern and black dress shoes for some reason an lastly sunglasses that appeared t be so dark you couldn't see his eyes through them.

Right before he was about to decimate a building a yoyo wrapped around his wrist halting his destruction. The akuma looked over to see Ladybug perched on top of a lamp post across from him.

"Can't you see you're destroying people's homes!" said Ladybug to the akuma.

"I can. That'll show the cops to give me tickets for possessing harmless fireworks." replied the akuma.

Just then the akuma grinned and red flames traveled up Ladybug's yoyo causing her to drop it due to the temperature and to avoid touching the fire.

"Hah no one can stop Pyro!" roared the akuma now known as Pyro. A second after Pyro's big boast a boomerang like baton struck Pyro in the back before returning to the hand of Cat Noir who was standing on top of one of the few building Pyro had yet to burn down.

Before Cat Noir could make a pun about his boomerang strike Pyro had already retaliated by firing an explosion at where Cat Noir is standing. Cat Noir however dodged by leaping off the roof and into the park area and then punned "Meowch! You almost burned my whiskers off."

"Grrr your puns are so annoying." growled Pyro as he threw another explosion at Cat Noir who dodged.

Pyro and Cat Noir kept up there dodge and throw while Ladybug kept trying to pick up her yoyo but was still too hot to touch.

"Hurry M'lady I can't keep playing reversed roles version of Cat and Mouse forever!" panicked Cat Noir as he flipped over another firebomb thrown by Pyro

"Agh its no use I'll have to wait for it to cool off." said Ladybug as she then tried to tackler Pyro backed off due to his body emitting temperatures of over 150 degrees Fahrenheit.

"hah Ladybug can't touch me!" bragged Pyro

This was when Ben knew he needed to jump in and help. He activated the Omnitrix and began turning the dial until he selected Arctiguana.

"Arctiguana should cool him off." said Ben as he slammed down the dial and disappeared in a green flash.

However when he reappeared he was not Arctiguana and if anything he was the opposite. His body appeared to be made of molten lava, with two toes and big hands as well as a stone head on fire.

"Aww man Heatblast?" groaned Ben now Heatblast

"Seriously Omnitrix! Heatblast is like the exact opposite of Arctiguana!" complained Ben pointing at the dial on his chest.

Heatblast sighed before running out of the alleyway to join the fight.

* * *

The fight was not going well for Ladybug or Cat Noir neither of them could land a hit on Pyro. Cat Noir was just able to jab him with his staff but wouldn't be able to touch the end of it for a few moments so it could cool down. Also during the fight Ladybug had tried several times o grab her yoyo but it always felt too hot to touch. So far the only plan she could come up with was to stall Pyro while her yoyo cooled off and then use Lucky Charm to win. Or at least that was her plan until a fireball struck Pyro down onto his belly in the middle of the fight.

Ladybug and Cat Noir's eyes shifted over to the one responsible for the fireball to see what appeared to be a being made of fire currently holding a fire ball in his right hand while he leaned on a lamp post in a pose seaming to be trying to look cool.

"That hot enough for ya Pyro." said the being.

Pyro growled before standing and summoning an explosion around himself pushing Ladybug and Cat Noir away. Cat Noir landed in a tree and Ladybug a bush.

"Enough games! I am tired of this. Give me your miraculous, Ladybug and Cat Noir and I will spare your lives!" yelled Pyro.

Cat Noir got out of the tree and replied "Ooh that is so tempting but I'm afraid I will have to decline for me and M'lady since we are kinda attached to our miraculous."

Before Pyro could respond to Cat Noir's refusal he was hit in the back by a fireball again but stood his ground this time. Pyro turned to face the fire being but was repeatedly struck by his fireballs as he kept throwing them.

Pyro finally had enough and threw an explosion at the fire being in retaliation knocking him into the street but he got up quickly.

"I have nothing against you fire being! Leave now and I shall spare you from my wrath!" boomed Pyro

"Hey for your information the name's Heatblast and how you spare me? I pretty sure I'm hotter than you dude." bragged back Heatblast.

Pyro growled and threw an explosion at Heatblast who countered with a fireball. The two explosive blasts struck each other creating a larger boom leaving a crater in the entrance to the park.

While Heatblast and Pyro fought, Ladybug went over to her yoyo and was finally able to hold it. She picked it up as Cat Noir ran up next to her.

"I'm confused is there two akumas or is one another hero?" stated Cat Noir in confusion.

"I'm not sure who the fire creature is but-" Ladybug was interrupted but Cat Noir who said "Heatblast that's what he said his name was." Ladybug then continued "-Hawkmoth can only make one akuma at a time and we know who the akuma is. So after we beat the akuma we then question this Heatblast" Ladybug used air quotes as she said Heatblast's name.

"Whatever you say M'lady. So whats the plan?" asked Cat Noir

"Lets see" replied Ladybug who then tossed up her yoyo into the air while saying "Lucky Charm!" the yoyo spun until a fire extinguisher fell into her hands.

"Well it's pretty obvious what you're supposed to do with that." said Cat Noir referring to the fire extinguisher.

Ladybug then turned to the battle which had moved itself further into the park to see Heatblast launch into the air and throw a fireball at Pyro from there.

Pyro rolled away from the blast. After his roll a purple outline appeared over his face. "Pyro remember your mission! Bring me Ladybug and Cat Noir's miraculous or I will take your power away!" warned Hawkmoth from his lair.

"Don't worry Hawkmoth as soon as I extinguish this flame I'll barbecue Ladybug and Cat Noir." replied Pyro as the purple outline then disappeared from his face.

Pyro then rolled away from a flamethrower blast from Heatblast's palms and fired an explosion at Heatblast striking him down.

Ladybug then used the fire extinguisher but nothing came out.

"Uh shouldn't fire extinguishing foam be shooting out right now?" said Cat Noir looking at the fire extinguisher curiously.

Ladybug then looked around to see what she should do with the extinguisher until a Ladybug pattern appeared on Pyro's head and then on Heatblast.

"Oh you have got to be kidding me." groaned Ladybug

"What?" asked Cat Noir

"We need to give this to the fire-err Heatblast" answered Ladybug

"Um I'm not so sure he will like something that extinguishes him when it's full." replied Cat Noir

"Don't worry Cat Noir now here's what we need to do." said Ladybug as she whispered into his (actual not fake cat) ear. Cat Noir nodded in understanding after she was done.

* * *

Heatblast was getting tired of this stalemate. They both had immunity to fire based attacks and Heatblast couldn't get close enough to engage him in close combat. However before he or Pyro could strike at the other again they heard Cat Noir shout "Hey hothead aren't you after me not Heatblast!".

"Your right thanks for the reminder." replied Pyro as he threw an explosion at Heatblast to disorientate him while he redirected his attention at Cat Noir. The explosion just knocked Heatblast onto his butt and not unconscious but as he got up he felt a yoyo wrap around his arm. He turned to see it was Ladybug.

"Hey I'm on your side." replied Heatblast.

Ladybug then released her wrap on his arm and retracted her yoyo and said "I know but I need you to do something." replied Ladybug.

"Do what?" asked Heatblast. Ladybug then explained her plan to him and gave Heatblast the fire extinguisher.

* * *

Cat Noir was doing a good job of distracting Pyro who was ironically a hothead and easily triggered by Cat Noir's insults and puns. Cat Noir was about to leap from a tree but Pyro struck first and blew up the branch he was on causing him to fall and sprain his ankle again which upset Cat Noir since he had just healed from it being sprained from saving Ladybug from Riposte recently.

"Come on I just recovered from a sprained ankle." muttered Cat Noir as he clutched his ankle.

"Now to finish you and deliver your miraculous to Hawkmoth." said Pyro as he was about to finish off Cat Noir until a clang sound was heard and Pyro fell over showing Heatblast standing behind him clutching the fire extinguisher he just hit Pyro in the back of the head with.

"Seriously why did I have to do this again?" asked Heatblast as Ladybug walked up to him and replied "Because me and Cat Noir couldn't get close enough without being burned."

"Makes sense I guess." replied Heatblast who shrugged his shoulders.

Ladybug was about to try searching the now unconscious Pyro but he was still radiating heat.

'Uhh fire gu-errr Heatblast right? Could you search him he's still too hot." asked Ladybug

"Not as hot as me M'lady" joked Cat Noir still clutching his ankle.

"Cat Noir now is not the time." replied Ladybug with a blush

"Yeah alright" Heatblast said as he crouched onto one knee and began searching him until he realized he didn't know what he was looking for and turned to face Ladybug and said "Wait what am I looking for?"

"His akumatized object." replied Ladybug

"Which is?" questioned Heatblast

"Could be anything on him. Usually it looks out of place like something that is the wrong color or shape." answered Cat Noir this time.

Heatblast nodded understanding and searched Pyro's jacket, no pockets, In his pants he found a weird purple ticket in his pocket and pulled it out.

"This it?" asked Heatblast.

"Yes that's it." replied Ladybug holding out her hand. Heatblast walked over and placed it in her hand.

Ladybug tore the ticket apart and out came an akuma. Ladybug unlocked her yoyo for it to start to glow pink and said "No more evil doing for you little butterfly." she then tossed it at the purple butterfly and caught it inside the yoyo and said "Gotcha" she then released the butterfly now normal and said "Bye bye little butterfly.". Ladybug took the fire extinguisher from Heatblast (who didn't really care bout her taking it from him) and threw it up into the air saying her usual "Miraculous Ladybug!" as a swarm of ladybugs came out of nowhere and started repairing everything destroyed by Pyro.

Pyro then reverted back into his normal self. "Pound It!" said Ladybug and Cat Noir as they did their usual victory fist bump.

Cat Noir turned to ask Heatblast if he wanted in on the fist bump only to see him blast off into the sky rocketing away from them.

"Aww man I wanted to get him in on the fist bump." said Cat Noir

Ladybug glared at Heatblast as he disappeared above some buildings. She wasn't so sure about him especially since he came out of nowhere like that wildevine guy

* * *

Heatblast landed inside a lake and swam up spitting water from his mouth as his head reignited and the usual beeping sound could be heard from his chest as he reverted back into Ben.

"Aw man I really should have thought more about where I would land." groaned Ben as he looked around to see the lake he landed in was secluded like he wanted but was in the middle of a forest."

Ben swam out of the lake and pulled out his phone from his pocket and looked at his contacts list. Ben chose Grandpa and the list and waited for him to answer.

Grandpa Max answered "Ben? Where are you?"

"Uh I'm in the middle of a forest do you think you could track my phone?" asked Ben

"Do you have the find phone app?" asked Grandpa Max.

Ben then realized he didn't have it "Dang it!" groaned Ben as he realized he would be in the forest for a while.

* * *

**Chapter 4 done and chapter 5 on the way and set for next Saturday. As always please review I really would like feedback (no pun intended) on how I'm doing or how I could do better. Also some of you readers may have noticed I reused Pyro from the original story. I do want to reuse some aspects of the original story that weren't bad or weak so there will be more things and aspects to come later on in the story that were also in the original story. I do post update notes on my profile so if I ever delay the next chapter or ****release early I will say so on there. Thanks for reading see you all next chapter.**


	5. Chapter 5

Marinette was on her bed using her laptop to check the Ladyblog for info on Heatblast or the green plant guy whose name was something like vinewild. She did find some footage of Heatblast on the Ladyblog but it was only of the fight they had with Pyro and already showed her things she had already known. She tried searching some other Ladybug and Cat Noir fansites but they had even less than the Ladyblog which figures since Alya gets live footage and most of the other sites are just speculation and rumors.

Marinette groaned at the fact nothing seemed to be on the internet about either of them.

"Why not check sites that aren't Ladybug or Cat Noir related Marinette?" asked Tikki her kwami which looks sort of like a Ladybug but larger and has bigger eyes and three prong like things for a tail.

"Great idea Tikki." replied Marinette as she then googled Heatblast and sentient plants but came up with scratch.

"Ugh its hopeless Tikki." groaned Marinette again this time then collapsing onto her back.

"You should just try different key words Marinette. Didn't Wildvine say he was an alien plant?" said Tikki.

"Who?" asked Marinette

"The plant thing from the fight with Riposte." answered Tikki.

"Oh yeah him. Your right Tikki I should search alien plant sightings." said Marinette now with newfound confidence as she arced back up ninety degrees.

Marinette then searched it on her computer and found a few video results about an appearance at a planetary studios.

Marinette clicked on the top video and it showed Wildvine stretching across the amusement park.

"Yes Tikki this is it!" exclaimed Marinette.

Marinette watched the whole video and some more showing him saving some writer named Tim Dean and Abel North from North's twin brother Kane whom Abel apparently stole the idea of making the Kangaroo Kommando from.

"Wow looks like he may be a hero after all Tikki." said Marinette

"See you shouldn't have been so quick to judge him." said Tikki.

"Yeah its just I don't know anything on him and he didn't stick around to answer questions. Same with Heatblast. Remind me to talk with Master Fu about this soon." replied Marinette. Tikki nodded her head yes to that.

Just then Marinette felt her phone vibrate in her pocket and pulled it out. It was Alya calling so Marinette answered "Hey Alya what's up?" asked Marinette.

"Marinette you will not believe what I just found on the internet!" screamed Alya through the phone causing Marinette to move it away from her ear and wincing.

Marinette put the phone back up to her ear after Alya was done shouting Marinette's ears to death and said "Ok ok I'll bite what did you find? Also never do that screaming again"

"Alright sorry girl just super excited is all. Anyways you know that fire guy that helped Ladybug and Cat Noir beat that pyro akuma?" said Alya

"Yeah" replied Marinette

"Well I did some searching on the internet all over and I found that he has been sited elsewhere as well." added Alya

"What where?!" Marinette said in shock

"All over the U.S here I'll text you some pics" replied Alya prior to her sending Marinette of some Heatblast sitings in the United States.

"Wow how he get here all the way from America?" asked Marinette.

"Well he has been all over the country never seen in the same place. He's been in D.C, Chicago, Universal Studios and more places." stated Alya

"Wait wait back up Universal Studios?" said Marinette even further shocked because she knew Wildvine was also there.

"Yeah why you know something?" Alya asked suspiciously

"What me no. I just didn't where know Universal Studios. I mean I don't know where Universal Studios is." stammered Marinette.

"Um ok well the one Heatblast was sited at is in California" (**Not actually sure of what state its ****supposed to be in just guessing) **answered Alya

"Ok thanks Alya is that all you wanted to tell me?" asked Marinette

"No girl there's more!" exclaimed Alya.

"More sitings of Heatblast?" asked Marinette

"No well yes but that's not what I mean't. What I did mean is he wasn't the. only one to supposedly be seen across America." answered Alya

"Not the only one? What do you mean?" asked Marinette again still confused.

"Other super powered people like him girl! And not only that but every source I find says that he and all the others are ALIENS!" Yelled Alya causing Marinette to move the phone away again

Marinette put the phone back up to her ear hoping that was the end of Alya's excitement.

"Woah woah woah back up Aliens. Come on Alya there's no such thing." said Marinette.

"I don know Marinette the sources I've checked have shown spaceships, videos, and fights." Alya replied.

"Spaceships yo sure its not just special effects or editing?" questioned Marinette.

"Yup you should check it out I uploaded it to my blog an hour ago." replied Alya.

"Alright I'll check it out. Bye Alya." said Marinette

"See you Marinette." farewelled Alya as she and Marinette ended the call.

As soon as the call ended Marinette pulled open her laptop and checked Alya's blog to see all the new info on it. Sure enough there it was. So many different super powered people or as Alya said Aliens. Heatblast and Wildvine were there to and the photos were taken all across the USA.

Marinette had trouble believing this. "Tikki do you know what this means?"

"Um no Marinette what?" asked Tikki

"It means that something is going on and I'm going to find out. Tikki Spots On!" shouted Marinette

* * *

Ladybug leaped out of her skylight/trapdoor and begun swinging around Paris. She was hoping to find another of the supposed Aliens but knew her odds were slim which is why she perched on the roof of a building and dialed up Cat Noir. However he didn't answer implying he wasn't transformed right now since it wasn't patrol time or an akuma attack.

Ladybug left him a message saying they need to talk. She was about to swing away to continue her search that she knew was unlikely to turn up anything when her yoyo got a news alert.

Ladybug reopened her yoyo to see the news alert. "Nadja Chamack reporting Don't be bemused its just the news. Currently there are a string of bank robberies all across Paris all being committed by what appear to be clown akumas. Ladybug and Cat Noir have yet to be seen."

Ladybug closed her yoyo and then started to use it to swing across Paris towards one of the banks robbed.

* * *

Ben was tired out from being stuck in the woods for hours yesterday. It had gotten dark and cold in the forest and when he tried to transform into Heatblast again to get warm he got Grey Matter which did not help with the cold at all.

So currently he was wrapped in blankets on his bunk in the Rustbucket. Ben's rest however was interrupted by Gwen calling out "Hey Ben you better see this."

Ben moaned and crawled off of the top bunk with a blanket wrapped around himself and staggered to Gwen at the Rustbucket's table. Gwen slid her laptop to Ben to show him what she had meant. It was a news broadcast about a string of robberies "Nadja Chamack reporting Don't be bemused its just the news. Currently there are a string of bank robberies all across Paris all being committed by what appear to be clown akumas. Ladybug and Cat Noir have yet to be seen." The feed then began to show the seen of the crime. The bank's entrance looked like a wrecking ball hit it and when they got to the vault it appeared to have been eroded by acid. After the news showed the damages they the reporter known as Nadja Chamack said "We now will show the security camera footage of the robbery.". The footage was exactly what Ben and Gwen were expecting. The circus freaks were robbing the bank and wrecking the place with freaky hair, big muscles, and breath so toxic it would melt your body into a puddle.

"Just great. The freaks hit the bank when I can't get them" said Ben

"Oh no Ben you need to get out there and go stop them." said Gwen

"No can do. If I don't warm up before I head out I could get a cold again and you know that causes side effects to the watch." replied Ben

"Ben if we don't stop them now then they could go into hiding and get away." added Gwen this time more stern.

"We don't even know where they are right now so let's just wait until they commit another robbery and catch them at the scene." groaned Ben as he staggered back to bed.

"Benjamin Kirby Tennyson! You are the laziest person I have ever met." complained Gwen

"Well if you're so worried about it right now why don't you check out the scene." replied Ben sarcastically as he rolled back up into Bed.

That gave Gwen an idea "Actually you're right. Good idea Ben.". Gwen agreeing with him was something Ben was not used to nor was he expecting it. "Who are you and what have you done with my cousin?" asked Ben rhetorically

Gwen scoffed at that and replied "What I can't agree with you once besides I got a spell that'll get me in and out of the bank with no one even knowing I was there."

* * *

Gwen arrived right outside the bank and was met by a lot of cops and police tape. "Wasn't expecting this many cops but I can still get past them." thought Gwen. She then went to look or an alleyway or somewhere to hide. Gwen found that she could crouch behind a police car nd no one would see her since no one was on the other side of it. She then went over, crouched behind it, and flipped over to a marked page in her spellbook and read a spell "INVISIBILIA!". Like magic (which it was) Gwen turned invisible nearly instantly.

Gwen looked over herself to see if it worked and saw she was indeed invisible. "Perfect" thought Gwen as she began to sneak past the police and under the tape.

Right before Gwen could enter however she heard a zip sound and someone landing on the ground from above right behind her. She turned to see it was Ladybug.

"Ladybug glad to see you hear." said and Officer as he lifted up the police tape to allow her into the bank.

"Just doing my job officer." Ladybug replied as she passed Gwen and into the bank.

Gwen followed Ladybug as a Detective or some higher ranking cop explained the details of what happened but Gwen already knew that from the news. Gwen then wandered away from them since she knew all of what they were discussing at the moment and began to look for some other clues as to where the freaks may be. While she was looking around she stepped in a puddle.

Gwen lifted her foot up to see a murky greenish brown puddle. "Ugh this puddle reeks." she muttered. Gwen then realized that this is a clue. Not only the puddle but it appeared to be a trail of some sort, like it was streaked in. She also only knows of one place in any city that smells and looks so disgusting. The Sewers.

Since she got what she came for, Gwen decided it was time to take her leave. However what she didn't notice was after she left a certain spotted heroine also noticed the puddle and its stench as well as making the same revelation Gwen did.

* * *

Ben felt warm in his bed. He was about to fall asleep for a nice nap but was prevented by a buzzing in his pocket. Ben groaned and took out his phone and answered it without checking the caller id.

"Can it wait I was about to take a nap." mumbled Ben.

"What nap? Forget about that I know where the freaks are. I'll meet you at the Rustbucket and we'll then head to the sewers." said Gwen

"Wait sewers? I just took a shower." said Ben but was only met up with silence. Ben took his phone away from his ear and looked at the screen. Gwen had hung up immediately after she told Ben about the freaks.

* * *

After meeting up with Ben at the Rustbucket Gwen then dragged him with her to the nearest sewer lid.

"Ever heard of texting Dweeb. At Least then I would have been able to get a little sleep." Complained Ben as Gwen lifted off the sewer lid.

"Would you quit complaining like a baby and come down here." said Gwen as she herself began to climb down into the sewer.

"What no way." argued back Ben

"What not man enough to get a little filthy?" said Gwen from the bottom of the sewer. Seeing the look on Ben's face she knew she had got him.

"Ugh fine but if I get sick you are so taking care of me." Ben said reluctantly as he then followed Gwen into the sewer.

A pink glow emanated from Gwen's right hand which she lifted upwards to act as a torch. Upon entering Ben noticed the place was a lot cleaner than he expected and that all the sludge (if there was any) was all in the canals and not on the walkway.

"Huh this place still stinks but is not that gross" said Ben.

"Well Parisians take better care of their sewers than Americans and they do have a Sewer museum." replied Gwen

"Wait they have a museum about sewers?" asked Ben

"Yeah didn't you do any research about Paris prior to us coming here?" asked Gwen

Ben had not. He only made assumptions about what he already knew like the Eiffel Tower, The Louvre and that it was the French capital. Other than that he knew nothing on Paris prior to arriving in it.

After a few minutes of walking Ben got board and said "What exactly are we looking for other than the freaks?"

"Their hideout." replied Gwen

"And how do you know it's here?" questioned Ben

"Sewer water in the bank" was all Gwen said in reply.

Ben was about to complain again when they heard noises coming from up ahead from around the corner of an upcoming intersection.

Gwen put her hand out to signal to stop as she then walked slowly and quietly towards the noise and peeked around the corner.

What Gwen saw was some sort of door to some other part of the sewers and could hear the noise coming from the other end of it. The noise sounded like arguing which Gwen was partially able to make out.

"No that's ... cut! I get ... percent of the profit stink breath!" said a deep male voice.

"Yeah I saw you sneak a bit of ... gold from the loot pile blockhead!" stated another voice although this one was more reaspy and gargled than the other.

There was one voice Gwen couldn't make out but she assumed it was Frightwig

Gwen wasn't able to make out the rest but all she could make out was a female voice as well. She felt a tap on her shoulder and turned to see Ben tapping her to get her attention.

"Well what's the noise?" asked Ben

"Definitely the freaks." answered Gwen.

"Then lets bust down their door and take em out already." said Ben as he activated the Omnitrix.

"I couldn't agree more." replied Gwen. She then uttered a spell "Commuta Habitum." and immediately there was a glow emanating off of her like Ben with the Omnitrix but pink instead of green.

As the flash died down Ben was able to make out her features better. Gwen's hair was still the same. Well except it was now glowing pink. She also wore a mask similar to her old lucky girl mask but it was blue and less cat like than it used to be. Her blue top didn't change much just became less formal and now had the cat insignia Gwen always used to wear as a kid. Gwen's skirt had changed into skin tight leggings with blue on the sides and a more sky blue going down the middle. her shoes held the same pattern as her leggings but the greatest change to Gwen's appearance was her skin color now being purple!

Gwen put her hands on her hips to do a pose and said "How do I look."

"uhhh purple?" said Ben in disbelief that she could now transform in a way.

"ok I meant more like do I look good or bad but purple works to." replied Gwen

"Oh and call me Lucky Girl." added Gwen.

"Why?" asked Ben

Gwen than nudged Ben and replied "Cause I want to keep a secret identity to Doofus."

"Ok I get it." said Ben nudging Gwen back and then turning his attention back to the Omnitrix.

After turning the dial a few times Ben lifted up his right hand and said "It's Hero Time!" slamming down the core igniting the transformation in a bright green flash.

Gwen covered her eyes like she always does when Ben transforms. After the flash disappeared Gwen uncovered them to see Eye Guy.

Eye Guy was Ben's creepiest alien next to Ghostfreak. He had no eyes on his head but everywhere else except his legs and feet (maybe could be hidden eyes under his pants?) On his head instead of eyes were two big bat like ears in place of his eyes and his skin was human colored but had a more alien like texture and somewhat differently colored with a big giant eye on his chest

Eye Guy looked himself over and cheered "Yes EYE got the one I asked for."

Lucky Girl facepalmed at the pun and said "Why do you always use eye puns in this form."

"Because Eye Guy has eyes everywhere." answered Eye Guy.

"Ugh whatever lets go get them." finished Lucky Girl igniting her fists in pink mana orbs.

"Right behind you." added Eye Guy.

Lucky Girl and Eye Guy ran up to the door and Eye Guy blasted it down with an eye blast from his chest.

As the door fell Eye Guy and Lucky Girl could see all three of the freaks easily. The big muscular one Thumbskull, The weird redheaded one Frightwig, Lastly the disgustingly horrid one Acid Breath.

Eye Guy charged through the hole where the door used to be and shouted "Peek a boo EYE see you!". As he did this he charged up the giant eye on his chest and fired a large laser beam string Thumbskull into a pipe smashing it. Water leaked from the broken pipe onto Thumbskull.

"Who else wants some!" boasted Eye Guy.

"Its that shape changing kid again!" growled Frightwig

"And Lucky Girl!" annouced Lucky Girl trying to make an entrance.

"So he has a sidekick now?" said Acid Breath scratching his head.

"Sidekick! I am no one's Sidekick!" yelled Lucky Girl who retaliated by blasted Acid Breath with Mana Discs repeatedly. After four or five hits he fell down but wasn't out. Frightwig wrapped her hair around Lucky Girl's wrist. "uh oh" said Lucky Girl right before Frightwig pulled with her hair dragging Lucky Girl through the air and smashed her into a wall.

"Gw-errr Lucky Girl!" shouted Eye Guy who in turn aimed his hand at Frightwig and blasted her with his eye on it. He then tried running over to Lucky Girl but was rmmed by a recovered Thumbskull who smashed him through the way he came in and into the wall on the other side of the sewage canal.

As soon as Eye Guy hit the wall he charged up his big eye and blasted Thumbskull off of him and into the sewage canal.

"Want Some More?!" taunted Eye Guy. Thumbskull growled in response and lunged a fist at Eye Guy but missed hitting the wall he had smashed Eye Guy into. Seeing his chance Eye Guy aimed his hand at Thumbskull's fist in the wall and fired a freeze ray at it trapping his hand in ice and stuck to the wall.

Eye Guy ran back through the now bigger hole to find Lucky Girl fending off Frightwig and Acid Breath however he knew she couldn't keep it up.

"I got Big Ugly and Stinky!" shouted Eye Guy as he shot repetitive laser fire at Acid Breath who ducked behind some pipes for cover leaving Gwen to handle Frightwig.

* * *

Ladybug was waiting for Cat Noir to arrive at her location after leaving him like 5 messages but after 15 minutes she gave up knowing she shouldn't wait too long or the robbers could get away. So she went into the sewers herself but nearly gagged at the stench of the place.

"ugh this place smells horrible. But I guess I should have expected this it is a sewer after all." complained Ladybug to herself as she began walking down the tunnels in hopes of finding the thieves.

After a few minutes of wandering aimlessly Ladybug began to hear noises. They sounded like crashing and shouting. So she followed the sound to find the big strong robber slam through a wall with some creature as a battering ram and into the adjacent wall across the sewer canal.

Ladybug got in a battle pose ready to take down the ugly brute but she didn't have to. The creature which she could now identify as having countless eyes everywhere but its face took down the albino strongman easily by somehow blasting him off of himself while taunting "Want Some More?!". As the big brute got back up and struck again he dodged and froze his fist to the wall. After freezing him he ran back to where more fighting sounds could be heard.

As the albino giant struggled to free himself Ladybug knew she had to stop him or he would just rejoin whatever fight was going on in the other room. So she threw her yoyo as hard as she could at his head making a direct hit knocking him unconscious and thus immobile.

Ladybug turned to see the eye creature shout "I got Big Ugly and Stinky!" whilst charging another of the identified robbers (this one the acidic breath guy) with his laser blasts. Ladybug was about to charge in when she saw someone else there. What surprised her the most about this person was the fact she had purple skin and was throwing what appeared to be laser frisbees at the female robber.

The purple skinned woman then rolled to the back side of the room and faced the red haired felon shouting "Ventus!" Suddenly Ladybug felt a force pushing her like a strong wind. The wind pushed her against the wall to The big guy with his hand frozen's right whilst the crazy haired criminal was blown onto the left. After a few moments the force died down and Ladybug was able to move again but so was the redhead thief.

Ladybug upon seeing this threw her yoyo at her tying her up in it.

"Really tying me up with a yoyo. Who knew how weird the Parisians were." said the Woman

"Watch out for her hair!" shouted the purple woman.

Realizing her mistake in tying up the woman and not the hair Ladybug dodged as her hair struck where she was standing but also had to release her from her yoyo to escape the strike.

The purple woman began tossing more frisbees at the criminal (Ladybug was just going to call Crazyhair for the time being.).

"Trap her hair!" shouted the Purple skinned woman. Ladybug realized this was her chance and amed her yoyo at Crazyhair's hair.

Crazyhair realized what was going to happen too late and her hair got tangled in Ladybug's yoyo.

"Ugh my hair release it at once!" demanded Crazyhair.

"Say Please." taunted Ladybug.

Crazyhair got her lights knocked out with a punch to the head from the purple woman. She fell right next to her partner in crime who was still unconscious.

Ladybug retracted her yoyo and said "Thanks."

"No Problem." replied the purple woman

"Uh who are you? Another Miraculous Wielder?" asked Ladybug

"Nope I'm Lucky Girl!" said Lucky Girl whilst trying to do a heroic pose by putting her hands on her hips.

"Um ok?" said Ladybug.

Ladybug was about ask another question but was interrupted by another voice "Looks like you two took care of Frightwig.". Ladybug turned to see it was the eye creature who was standing there holding the Toxic Breath guy by the scruff of his jacket however his mouth was also frozen.

"And You are?" asked Ladybug to the eye creature

"Eye Guy." replied the creature now known as Eye Guy as he dropped Stink breath onto the edge of the canal.

Ladybug laughed at the silly name. "Eye Guy seriously hah"

"Yeah EYE know the name is kinda lame. But you try coming up with a better name its impossible." said Eye Guy

Ladybug stopped laughing after a few seconds and stood straight. "Ok so who or what are you two then? asked Ladybug

"Alien" "Magic Wielder" Eye Guy and Lucky Girl said simultaneously.

"Wait so you're an alien and you wield magic?" questioned Ladybug.

Eye Guy and Lucky Girl nodded yes in response.

"Yeah right there is no such thing as aliens" said Ladybug whom was starting to get skeptical of them.

"Believe what you want." said Eye Guy as he shrugged his shoulders. Lucky Girl elbowed him in response causing him to say "Ow" and she then added "its true. If you don't believe us check out all of the alien sitings in the U.S"

After Lucky Girl said that Ladybug knew this couldn't be a coincidence.

Ladybug was about to continue with the questions when Eye Guy beat her to the punch. "Uh we should go before you know what."

"Uh yeah nice meeting you Ladybug." said Lucky Girl as she and Eye Guy began to run off but ladybug wouldn't take knowing nothing for an answer and shouted "Hey stop!"

Eye Guy and Lucky Girl obeyed and turned to face Ladybug.

"Are you related to Heatblast or that Wildvine guy?" questioned Ladybug to Eye Guy.

"Uh thats kinda personal. But you know us heros got to keep a secret identity and all so uh I'll see you again later bye!" said Eye Guy as he ran off leaving a fuming Ladybug.

"Sorry about that. He can never stay in one place too long so don't take it personally but you can ask me a few things if you want." added Lucky Girl.

Ladybug turned to Lucky Girl and said "Yeah uh is he related to Heatblast and Wildvine?"

"You do realize thats like asking what his secret identity is and we don't really know you so no offense but we don't trust you yet." replied Lucky Girl

While Ladybug didn't like that response she understood it.

"Well will you be defending Paris along with me and Cat Noir now?" asked Ladybug.

"Yup me and him. but uh he may not always be around" Lucky Girl quickly added that last part increasing Ladybug's skepticism.

"Alright I guess thats all for now then. Bug Out." concluded Ladybug as she then left the way she came in whilst Lucky Girl went the way Eye Guy went.

* * *

A face looked up from reading his newspaper from across the street whilst on a bench to see the circus freak bank robbers being pulled up from the sewers and arrested.

"Well they say if you want something done right." The unknown man lowered his newspaper to show his clown face.

"You do it yourself" said Zombozo giving off and evil laugh.

* * *

**Whew I'm exhausted. I just spent like two hours straight writing half of this chapter in one night. Don't worry though chp 6 should still release next Saturday though but I'll mention on my profile if it won't. Hope you all enjoyed the extra long chapter I gave you all so please review I am always looking for constructive ****criticism or new ideas for the story. Thanks for reading I'll see you all next chapter :)**

**P.S Gwen's spells are just translated into Latin. I used Google to do it so if its wrong blame google not me. Also Gwen's disguise is mainly similar to her Omniverse look. Just with longer sleeves and her midriff isn't showing as well as having leggings instead of a skirt ****(with the same pattern as her skirt in Omniverse) **


	6. Chapter 6

"Hey Alya what am I supposed to do again?" asked Ben. He and everyone in the class (minus Chloe, Marinette, and Sabrina) were helping set up a surprise birthday party for Marinette in the park.

"Ben you are to help Kim blow up the balloons." answered Alya looking at her list of jobs.

"Ok" said Ben as he walked over to Kim and helped him blow up balloons.

Alya then walked over to Gwen who was in charge of managing the guest list and said "Hey Gwen is everyone here?"

"Just Marinette's parents are missing which means we're missing the cake and we can't have a birthday party without a cake." said Gwen starting to get a bit panicky since shes a bit of a control freak when it comes to plans.

"Hey relax G. It'll be fine they're probably just running late is all. Besides Cake doesn't have to be the first part of the party." said Alya

"Your right Alya." said Gwen calming down.

"Anyone else missing?" asked Alya

"No just Marinette and her parents but she isn't supposed to be here yet." answered Gwen

After her checking in on Gwen Alya checked to make sure everything and everyone else was ready to begin the party.

Seeing that everything but the cake was good to go Alya checked her phone to see the time and it was already 4:16pm

"Well we can't wait any longer so I'll call her over now." said Alya as she dialed up Marinette's number.

In less than a second Marinette answered "Alya!"

"Sorry I'm running late. Can you meet me at the park?" asked Alya. However she shuddered as one of the balloons Ben and Kim were blowing up popped making a loud bang sound.

"We'll jam straight from there to the uh dentist!" rushed out Alya.

"Yes... Yes, awesome! To the dentist. Totally I'll be right there!" replied Marinette as she then ended the call.

Alya put her phone back in her pocket and shouted "Alright everyone shes on her way over!" followed by some applause.

* * *

Ben saw Alya walking Marinette over with a blindfold. Ben knew Marinette knew that this was a surprise party that wasn't really a surprise because why else would she let Alya blindfold her or agree to go to the dentist on her birthday.

As they made their way over Alya pulled the Blindfold off of Marinette and she looked surprised to see her surprise birthday party. They began the festivities with opening presents.

Mylene got her a Gabriel Agreste book. Nino copies of all her favorite songs, Alya some fashion materials for her crafting. and after several other gifts the last one to give a gift was Adrien.

Adrien told her happy birthday as Marinette held the gift and stared at it in awe with her jaw dropped like it was the holy grail wrapped up in a tiny gift box.

Alya closed Marinette's jaw for her and told her to open it.

Before Marinette could actually get the chance to open her last gift. She was interrupted by a weird song coming from above. It was an akuma that looked more like someone redressed a witch and gave her a gun. She also rode a flying motorcycle which is how she was flying along with an angel person that resembled Marinette's mother

"Le Befana comes at night! With her shaky broom in flight! She gives out candy to those who are dandy!" the akuma sang.

The akuma jumped off her hovercycle and waltzed over to Marinette

"Grandma?" Marinette said in shock.

"You lied to your Grandma, Marinette." the akuma spoke.

Everyone began running away every which way and taking cover behind tables, trees or anywhere there was to hide.

Ben and Gwen both took cover underneath the buffet table.

"Essh Marinette's Grandma sure looks a lot like a witch." said Ben

"Well of course she does doofus. Shes obviously been akumatized." said Gwen

"And you know what that means." added Ben activating the Omnitrix.

"Hero Time?" replied Gwen as a pink flash emanated off her changing her into Lucky Girl.

"Took the words right out of my mouth." said Ben not looking at who he selected slammed down his palm on the Omnitrix igniting his own transformation into a random alien.

* * *

Marinette was trying to plead with her Grandma even though she was an akuma.

"No I...I didn't know Alya was throwing a surprise birthday party for me." pleaded Marinette to her former grandmother.

"Shes for real ma'am." added Alya

"And all those candies you pretended to be eating?" questioned the akuma whilst changing the setting on her weapon.

"I'm sorry grandma. Its just that I didn't want to upset you." apologized Marinette

"I'm not your grandma anymore! From now on I am only Befana and I am going to punish you for all those lies" said Befana pointing her weapon at Marinette.

Befana fired but Marinette ducked and the blast hit Mylene who was hiding behind some bushes that were behind Marinette.

"NOOOO!" cried Marinette. She then tried fleeing but was blocked by the hypnotized fairy angel version of her mother.

"Its rude to leave while Befana is still speaking to you." stated Befana as she pointed her gun at Marinette again.

Before Befana could fire her weapon was whacked by a staff from on top of the giant stereos/DJ stand.

Befana turned to see Cat Noir retracting his staff and saying "Hey! I never knew grandmas could be so nasty."

However this caused Befana to respond with "You will look wonderful in white my pretty kitty" as she then changed the setting on her weapon once again to white and fired at Cat Noir

Cat noir leaned to the right to avoid it and responded with "I'm not convinced. I'm much more into black. Makes my eyes stand out don't you think?"

Befana did not reply to that and instead began trying to shoot Cat Noir but he kept doing parkour and ninja jumps to avoid the blasts.

As Cat Noir jumped onto a rooftop Befana was going to continue blasting at him to make him one of her so called fairies but her weapon was shot out of her hand by a crystal of some sort.

Befana turned to see a creature made entirely out of diamond and a purple skinned woman. He was big and bulky. his head was sharp but smooth except at the end. He wore a black jumpsuit with a wide green stripe down the middle as well as a white/grey hourglass symbol on the center of his chest and two big bilateral diamond blades sticking out of his back.

"Hey geyser! Cut her some slack its her birthday after all." said the Diamond man

"Yeah and if you give up your black butterfly we'll make sure to take care of your fairies." added the purple skinned woman

"Who are you two to dare interfere with a grandmother dishing out a punishment!" yelled Befana

"Diamondhead!" "and Lucky Girl!" Diamondhead and Lucky Girl said.

"It is rude to raise your voices at Befana!" said Befana as she switched her weapon back to coal mode and fired at Diamondhead who in turn fired Diamond shards that intercepted the blast but did not turn to coal.

"What! How are your crystals immune to Befana's magic!" boomed Befana

"Uhh I don't know" answered Diamondhead shrugging his shoulders.

"Its because diamond and coal are both the same thing." answered Lucky Girl.

Diamondhead and Befana both turned to Lucky Girl in confusion.

Lucky Girl sighed and then said "Diamond is a compressed crystallized version of Carbon. Coal is a more raw less compressed version and since they're the same thing just differently arranged you can't turn Diamond into coal when they're already the same thing."

Diamondhead sorta understood that whilst Befana only cared to know it her coal blasts did not work on Diamondhead.

"Well if I cannot petrify you then I will make you join me! As soon as I take care of my lying granddaughter" said Befana turning to where Marinette once was only to find she was gone and her fairy slave was unconscious.

"What where did she go!" cried Befana.

* * *

**Flashback to like 2 minutes ago**

Befana turned to see a creature made entirely out of diamond and a purple skinned woman.

While Befana was distracted by Diamondhead's insults Cat Noir took advantage of the distraction. He leapt off of the rooftops and whacked mom fairy on the head forcing her unconscious.

He then extended his hand out to Marinette whilst prepping his staff to extend and said "Sorry I kept you waiting. We need to find you a better hiding place. Shall we?" Marinette took his hand as he picked her up and pole vaulted them away to the Eiffel Tower whilst Befana was getting distracted in a pointless explanation of how coal and diamond are made of the same element.

* * *

**Back to the Present**

"Urgh so rude for her to leave without permission from Befana!" growled Befana. Before she could give chase or resume fighting with Diamondhead or Lucky Girl a pink mana dome trapped her in place.

"What is this!" demanded Befana pounding her hands on it trying to break it."

"Mana Dome. Hope you like it." replied Lucky Girl with a grin.

"Is this how you treat your elders!" retorted Befana

"You mean keep them safe until they can be cured from akumatism. Then yeah it is." said Diamondhead.

Befana growled and shifted her gun back to coal mode and attempted to fire on the dome but the gun would not fire.

"Ugh blasted thing holds such little ammo." Befana said whilst taking out a canteen full of Befana brand candy and pouring them into her guns ammo container. After her reload she fired upon the shield turning it into coal. Befana then broke the fragile shield with a kick which caused it all to crumble down.

"Gah!" cried Lucky Girl wincing from her shield turning to coal and crumbling.

"You ok?" asked Diamondhead

"Yeah just hurts when she turns my mana to coal. Its like shes taking some of the life energy from me when she does that." answered Lucky Girl.

Diamondhead grew angry at knowing Befana was hurting his cousin like that. He formed his arms into twin blades and charged towards the recently freed Befana.

Befana saw this and side stepped him to avoid being cut by him. Diamondhead stopped his charge after missing and turned his right hand into a shard launcher and began firing on Befana whom took cover behind a table.

Befana switched her weapon to fairy mode and was about to begin opening fire on Diamondhead but her cover was lifted upwards by a pink platform that appeared under it. She looked over to see Lucky Girl's hands glowing pink as she held up the table with her magic. Reacting to late to Diamondhead resuming his charge on her she got tackled to the ground by him.

Diamondhead was about to encase her in a diamond prison but was pushed off of her by the mom fairy who had regained consciousness.

"Thank you my fairy." said Befana as she took the fairy's hand and was pulled up from the ground.

Diamondhead partially got back up to find Befana pointing her weapon at him again with mom fairy at her side.

"Any last words you spoiled brat." said Befana

"Yeah. Now Lucky Girl!" called out Diamondhead.

Lucky Girl dissolved her magic platform causing it to fall upon a foolish Befana who hadn't realized she was standing underneath it.

"Nice One." said Diamondhead getting back up.

"Nice distraction." said Lucky Girl.

Suddenly the table turned to coal and Befana emerged from the rubble.

"Enough of this!" boomed Befana as her hovercycle landed by her side. "My fairy keep them busy while I search for Marinette." Befana ordered as she got on her bike.

Diamondhead began dueling with the mom fairy while Lucky Girl was tossing mana discs at Befana to try to stop her escape but all missed as she flew away across Paris in search of her granddaughter.

"You handle the fairy person. I'll follow Befana!" said Lucky Girl to Diamondhead as she began following Befana on energy platforms.

Diamondhead only grunted in response as he threw mom fairy into a tree and turned his arms back into blades.

* * *

Befana began a conversion spree. either turning people into her fairy minions like firefighters or into coal statues like a man who littered or bullies. She had gathered two fairies by her side and was singing her song again but added an extra verse "and only gives coal to brats with no soul!" when suddenly a pole stuck out from no where and knocked her off her hovercycle. She was caught by her fairies and lifted onto a rooftop to find the pole retracted back into Cat Noir's staff with him mocking her singing from an adjacent rooftop "Cat Noir comes too unexpectedly! Uh how do we make that rhyme?" suddenly Ladybug swooped in finishing his rhyme "Fighting evil with his lady!" Cat Noir then said "Of course not bad Bugaboo."

Befana grew a look of rage on her face as a purple outline appeared over it as well. "Ladybug has joined the party at last! Bring me the miraculous Befana!" demand Hawkmoth through the psychic connection he holds with all of his akumas.

"You didn't say the magic word." said Befana.

Hawkmoth looked dumbfounded for a second and then replied with " Ahem... please"

"Much better Hawk Moth." praised Befana as the purple outline disappeared. Befana then demanded pointing at Cat Noir " You little thief! Where have you hidden Marinetta!"

"I forgetta" joked Cat Noir.

Ladybug prepped her yoyo and said "Watch out or you'll get a time out!"

Befana ordered her fairy minions "Take care of these two villains!"

The fairies charged at Ladybug and Cat Noir as they dodged, flipped, and deflected their attacks. Befana then began to ponder "What does the villainous cat burglar do when he feels threatened?" She then saw the Eiffel Tower and knew where. "He climbs!" Befana. boomed in realization.

Befana began racing towards the tower on foot to rendezvous with her hovercycle but was hit in the back by something knocking her down onto the rooftop she was standing on. Befana turned to see Lucky Girl standing on a mana platform with her right hand pointing at her and glowing with mana.

"She said to watch out so now its your time out." rhymed Lucky Girl.

Befana gritted her teeth and pulled out her weapon and fired coal blasts at Lucky Girl who blocked with Mana shields that turned to coal dust as soon as they were hit.

Lucky Girl was holding Befana at an impasse while Ladybug and Cat Noir were dealing with the fairy goons that used to be a firefighter and a Good Samaritan.

* * *

Diamondhead was growing tired of his battle with the mom fairy. He continued to try to knock her down in order to place her in a diamond prison but she kept outmaneuvering him with her air and speed superiority. Diamondhead finally saw an opportunity and leapt onto mom fairy's back in order to ground her. However this did not have the desired effect. Instead of crushing her to the ground she took off trying to rub Diamondhead off on buildings she flew by.

"OOOOoWoah" said Diamondhead as he scrapped against the buildings whilst trying to hold on. He moved his hands to her wings to ground her and sure enough it worked as they came to a crashing stop into the front doors of an office building.

"Ahhhh!, Run!, Hide!" shouted all the employees on the first floor of the office building Diamondhead and mom fairy had crashed into as they ran off and hid.

Diamondhead began to get up off the floor to find mom fairy doing the same.

Seeing his chance he rose diamond pillars from the ground slamming mom fairy into the ceiling. Diamondhead slammed her a few more times until he was sure she was unconscious and let her body come down.

"Sorry to do this but I need to get back and take down your boss." said Diamondhead as he formed the pillars into restraints around mom fairy's unconscious form.

After restraining the mom fairy Diamondhead was about to head back towards the fight when he heard a familiar beeping sound. He looked down to the Omnitrix on his chest to see it glowing red as a red flash burst out from it turning him back into Ben.

Ben lifted his left wrist and glared at the red Omnitrix on it and complained to it rhetorically "Will you never last how long I want you too." He then ran out of the building before the employees would start to come out of hiding.

* * *

Befana was eventually able to get back on her hovercycle and take off towards the Eiffel Tower but was not able to get Lucky Girl off of her tail.

"Villainous brat quit fighting me I am only trying to discipline my granddaughter." complained Befana

"Discipline? More like petrify." retorted Lucky Girl. She threw a mana disc at the hovercycle and hit its engine causing it to spew smoke and lose altitude.

"Oh no no no!" cried out Befana as she crashed onto the first floor of the Eiffel Tower. She got off of the remains of her hovercycle and aimed her weapon at Lucky Girl and fired coal blasts at her.

Lucky Girl realized she wouldn't have time to dodge or at least not to the sides so she dropped her energy platform and fell a bit until she landed on a lower one and created a mana shield to block off any further attacks. She then moved forwards on additional platforms she created and charged with her shield up towards Befana.

Befana instead of aiming at her shield she aimed for the platform Lucky Girl was standing on. Taking a few seconds to adjust her aim she fired. The shot hit spot on turning the platform Lucky Girl was standing on into dust. Lucky Girl fell now no longer having anything to stand on.

Lucky Girl was still recovering from the surprise drop Befana gave her. She was expecting Befana to aim at her shield not where she was standing. Lucky Girl quickly created another platform out of mana and hit it hard.

"Owww." groaned Lucky Girl as she began to stand again however her mana shield had disappeared since she lost focus on it.

"Now I have you." said Befana as she was about to blast the disoriented Lucky Girl but she was saved by Ladybug swooping in and swinging her to the level of the tower Befana stood on.

Befana turned to face them whilst Cat Noir took on the fairies in-between the structure of the tower.

Ladybug knew this was the time so she threw up her yoyo at the same time Befana aimed her weapon at her and shouted "Lucky Charm!" What fell down as the lucky charm she required was a BRICK WALL COMING STRAIGHT FOR HER! At the same time the brick wall fell Befana had fired her shot at where Ladybug is standing.

"Gahhhh!" shouted Ladybug as Lucky Girl pulled her out of the way of the falling polka dotted red brick wall. The wall slammed down upon the steel platform and completely blocked the walkway separating Befana from Ladybug and Lucky Girl. The wall was also almost immediately hit by Befana's coal blast turning it in coal black.

"What where did that come from?!" exclaimed Befana in shock. She fired again at the wall but nothing happened.

"Can't turn what's already coal into coal." said Lucky Girl from the behind the wall as she then faced Ladybug and asked "So what's the plan with this wall?"

"Wish I knew. It's never given me a lucky charm this big before." answered Ladybug.

Befana was about to call her hovercycle to fly her over the wall but then remembered it was trashed. Before she could come up with another idea to get her over the wall she was blasted into the railing by a disgusting smelling goop.

"Ewwwwgh what is this slime?" said Befana as she struggled to get out of it.

"My specialty." said a nasally voice from above. Befana looked upwards to see a giant insect with bug wings, four eye stalks, four legs with two arms. and a stinger like edge to the back of its tail. It wore a green outfit but couldn't really be described except that it covers his body and was black with some green stripes on the underbelly of it. "Ugh you are even more disgusting than this sludge I am trapped in." said Befana as she continued to struggle.

"Bout time you got here." said Lucky Girl

Stinkfly turned to see she and Ladybug were on top of one of her energy platforms which was on top of the wall as Lucky Girl guided it (with them on it) over towards him.

"You know this uh... thing?" said Ladybug not sure what to address it by.

"Stinkfly the name is Stinkfly." Stinkfly said in his nasally voice.

Lucky Girl and Ladybug covered their noses in disgust at Stinkfly's stench.

"Ugh I forgot how bad you smell and yeah I know him." complained and then added Lucky Girl.

Ladybug knew that saving the akumatized victim takes priority so she would ask this Stinkfly questions after she purifies the akuma. She walked over to Befana still struggling to escape the slime she is trapped in.

Ladybug noticed the gun was trapped in the goop as well and pulled it out and broke it but no akuma came out.

"Huh thats weird if the akuma isn't in there than where is-" Ladybug stopped herself at seeing Befana had something sticking out of the slime attached to her belt. She pulled that out of the goo too and saw it was a canteen of some sort and ripped it in half. Out of the halves came a purple butterfly which Ladybug quickly purified.

"Miraculous Ladybug!" shouted Ladybug as she well touched the wall to trigger the ladybug swarm to fix everything and the wall vanished where a swarm of ladybugs began their repair of everything.

Cat Noir was still fighting the fairies when the swarm of Ladybugs took them and placed them back on the ground back to normal as well as restoring Marinette's mother back to normal and free from the diamonds. The ladybug swarm continued to fix everything until it was all done. and everything was back to normal including Befana back into Marinette's grandma and free from the slime which no longer existed.

Cat Noir leapt down onto the floor of the Eiffel Tower everyone else was on and walked up to Ladybug and said "Pound It!" whilst sticking his fist out which Ladybug reciprocated. Before ending the fist bump Cat Noir offered "You two want in on this?"

"Sure." and "Why not" said Lucky Girl and Stinkfly as they joined the fist bump. However quickly Cat Noir covered his nose in disgust at Stinkfly's stench "Ugh what is that smell?" he said.

Lucky Girl pointed a finger at Stinkfly who added "I can't help the way I smell but I don't call myself Stinkfly for nothing."

"We better get going. Nice meeting you again Ladybug and you as well Cat Noir." said Lucky Girl as she got on Stinkfly's back and they flew off to go detransform.

That was when Ladybug realized 2 things. 1 she forgot to ask who or what Stinkfly is and 2 She has to get back to her own birthday party.

* * *

**Alright Chapter Six done diddly un. I****Posted a bit early cause I got to get up early tomorrow and need the extra sleep so here it is. ****Chapter Seven should be on the way and sorry about the stinkfly description. It is b****asically original stinkfly but with his suit colors inverted and green in place of white. Stinkfly is particularly hard to describe but if you need to see a picture to get a better idea google original stinkfly. Anyway thanks again for reading please review or fav I ALWAYS appreciate feedback and I'll see you all next week in Chp 7**


	7. Chapter 7

**Note: Since the last 2 chapters were over 4000 words long I will be uping the range in length of chapters to 2000-4500 words.**

* * *

Marinette was currently sitting through her last class of the day and then she could leave the school. She told her parents she would be at Alya's place and to call her if they need her when really she was going to go to Master Fu's place in hopes of him being able to shed some light on the supposed aliens that keep showing up.

_RIIIIIINNNNNNGGGGGGGGG! _

Marinette was the first out of her seat and out the door. She wanted to get to Fu's place quickly since she had plans later in the day but also didn't want to look hasty or rushed. She was followed by everyone else out the door except Gwen and Ben whom Gwen had to wake due to him sleeping through class.

Marinette began her walk towards Master Fu's home and conversed with Tikki during the walk.

"Tikki do you think Master Fu would know whats been going on?" asked Marinette as she took a turn around a corner.

"Honestly I don't think so. In all my years of servicing past Ladybugs I have never seen anyone quite like the aliens that are helping us defeat Hawkmoth's akumas." answered Tikki through a little gap in Marinette's purse.

They continued to discuss what could be possible until they reached Fu's place and Marinette knocked on the door. They waited a moment until they heard "It is open." come from the other side. As Marinette opened the door Tikki flew out of the purse and came in with Marinette. They found Master Fu apparently meditating with his eyes closed on his floormat as well as upon their arrival Wayzz came out of hiding hovering over his master's shoulder.

"Marinette, Tikki. What brings you two by today?" Wayzz asked

"We sorta have some questions we were hoping you could answer or at least give us some advice on Master." said Marinette redirecting her attention upon Fu.

He opened his eyes and said " What are your questions Marinette?"

"Well so I'm sure you know the supposed magic wielder and aliens (she said the aliens part with air quotes) have been coming around and helping me and Cat Noir out. So what I would like to ask is do you know them or if they're other miraculous wielders like me and Cat Noir?" asked Marinette.

"I do not know. there are a number of possibilities of what could be occurring here Marinette." replied Fu

"What possibilities master?" further asked Marinette.

"It could be newly created miraculous but I highly doubt that. Could be some other form of magic previously undiscovered. Or perhaps which is the most likely one They are aliens and magic wielders like they say they are." answered Master Fu.

"So are aliens real?" said Marinette getting really curious now.

"I am uncertain but seeing as magic fashion accessories that contains kwamis inside of them that grant the wearers power is real. I am open to the idea aliens do as well." said Master Fu.

Marinette took a moment to ponder this answer and after a moment continued her questions. "So master do you think I should trust them or not? I mean I want to which is why I have been giving them the benefit of the doubt but it could be like Volpina again where they're really akumas or working for Hawkmoth and just trying to gain me and Cat Noir's trust and-" Marinette was cut off by Fu placing a finger on her lips indicating to politely stop.

"Apologies Marinette but you're going so fast and I can only answer one question at a time." said Fu withdrawing his finger.

"Sorry. So uh Do you think I should trust them?" asked Marinette

"Trust is something that can only be earned Marinette not given. So give them the chance to earn your trust." answered Master Fu

Marinette nodded in understanding and then asked her follow up question. "Next question. I'm thinking all of the alien people are related somehow but I can't figure out what I just know there is never more than one of them at a place or time and its always one I haven't seen before." said Marinette

"Well your next question I cannot answer only give potential answers too." said Fu. He added "It is most likely that they are all the same person and that he has a miraculous that allows himself to change his powers." answered Fu

"Yeah you're probably right on that one master." said Marinette with a nod of agreement from Tikki.

"However I could be completely wrong. So All I can really tell you is to give the aliens and Lucky Girl a chance to earn your trust. That is all." finished Fu after taking a sip of tea.

"Thank you for your time master." farewelled Marinette as she stood up and with Tikki returning to her purse they left with Fu resuming his meditation.

* * *

**The Next Day right after school**

Marinette, Gwen, and Alya were leaving the school gates and chatting about a possible sleepover when they were rushed by the principal saying "Come on come on I have plans today and I have to stay until every student has left the premises."

Marinette and Alya looked confused at this since it was abnormal but Gwen hadn't a clue what to think since she was still new.

The trio walked out and resumed their conversation on the front steps.

"Gwen would your place be good for a sleepover?" asked Alya

"Ehhhh not really." said Gwen

"Why not?" asked Marinette.

"Cause me and Ben live in our grandpa's RV and there are only 3 bunks there anyways plus since its an RV we can't really have any privacy plus Ben would hate it and on top of all of that my grandpa snores and I only have two pairs of sound reducing ear plugs. One for me and one for Ben." answered Gwen.

Just then an old rust covered RV pulled up and the door opened to show Gwen's grandpa max standing in the entrance.

"Well this is my ride. Fill me in on where you two decided on tomorrow ok." said Gwen as she went inside the Rustbucket followed by Ben whom was also rushed out of the school by Principal Damocles.

* * *

Marinette and Alya had decided to have the sleepover at Alya's place but had yet to decide the date of it since they would need to talk that part over with Gwen so all three of them could go.  
Currently Marinette was sewing whilst Tikki was hover-dancing to a Clara Nightengale song when it was interrupted by an emergency news broadcast.

"Nadja Chamack here. Don't be bemused its just the news. A new supposed superhero has come out in Paris." The reported said. This catching Marinette's attention as she put down her sewing and scooted her chair up to the monitor to see who or what this hero is?

"We bring you now live to the scene where the supposed superhero is trying to rescue a kitten from a tree." The image changed from Mrs Chamack to a somewhat fat man in a tight sweater or rather onesie made from a sweater and a bunch of patches. He was wearing a mask that gave him an owl like face. The man shouted whilst dabbing "Have no fear maam The Owl will have your cat down in no time!"

The Owl began his climb of the tree to get the cat down. He made it up and got a hold of the thing but realized he couldn't climb down without his hands.

"Uh sir are you ok? Should I call the fire department?" asked the cat's owner.

"Err no need for that Ms. The Owl. Hoo hoo! Has it all under control." stated The Owl.

He stuck his foot down to try to begin climbing downwards but could not get a grip.

The Owl was grunting whilst doing so. He unfortunately lost his grip and now he and the cat came falling out of the tree to be saved by a yoyo wrapping around his leg whilst he held the kitten.

"Huh whah?" sputtered the Owl in confusion until he saw Ladybug standing adjacent from him.

"Oh Ladybug thank you for the assist. But I had everything under control." stated the Owl after releasing the cat and standing on one leg saying Hoo hoo.

"Um sir I saw you on the news and uh are you really sure you should be doing this you don't seem to have any superpowers or protective gear." said Ladybug

"Oh of course I am certain I know how to do this please follow me back to my owl lair Hoo hoo!" said the Owl running away.

Ladybug turned to face the reporters and camera crew and said "Uhh please do not imitate him." as she followed the Owl to his 'owl lair'.

* * *

So apparently the Owl is her principal Mr Damocles and his lair is his office.

"I can't believe you're here in my lair err office I suppose." said The Owl removing his mask to show the face of her principal.

"Mr. Damocles why are you doing this?" asked Ladybug

"Well ever since I was a child I've only ever dreamed of being a superhero. After seeing you, Cat Noir, Lucky Girl, and those aliens save the day you've all inspired me to be a hero as well." explained Mr. Damocles

"But you don't have any superpowers." stated Ladybug

"Which is why I have by owl gear." answered the principal.

"Also you clearly have no acrobatics skills." added Ladybug

"Well I'm not going to take on any akumas just deal with some lower level threats or help out civilians." answered the Owl.

"You have no superpowers, protective gear, training or qualifications to be doing this Mr. Damocles.

"True but I have Inspiration!" boomed the principal. Ladybug face palmed at that realizing she couldn't dissuade him from continuing his crusade.

So Ladybug let it be for now and left Cat Noir a message explaining the situation and how they would need to do overtime to keep the principal safe from himself.

* * *

**One week later**

After a whole week of Herself and Cat Noir protecting the principal from endangering himself and her having to postpone her sleepover with Gwen and Alya. Marinette was fed up and ready to try to get him to quit being The Owl. So she thought maybe if he thinks he is a hero for just a day he'll give it up and return to his principal duties without forcing herself and Cat Noir to follow him everyday after school.

She and Cat Noir had gotten Alya to agree to pretend to be cardboard girl (The supervillain that they would pretend had beaten them and taken their miraculous.) as well as giving her cardboard versions of their miraculous for the deceptive trick. They were in position in the park and Alya had already made the call to Mr. Damocles to lure him over so now all they had to do was keep up the act and hoepfully when he shows up He'll save them and then give up the vigilante life.

They saw the Owl rushing into the park and began their skit

"Give Up Ladybug and Cat Noir! I, evil Cardboard Girl, have taken your miraculous! No one can save you now!" shouted Cardboard Girl in a fake evil voice as she placed the fake miraculous in a cardboard box.

"Oh no my earrings." exclaimed Ladybug "Oh darn, We're done." cried Cat Noir

The Owl then trudged through a fountain and leapt onto a bench doing his iconic pose with his Hoo hoo.

"Owl!" exclaimed Ladybug and Cat Noir in false hope.

"Owl Talon! Hoo Hoo!" said the Owl as he aimed and fired his grappling hook that bounced off of everything until it hooked onto a garbage truck. The hook pulled him away as the truck drove down the street causing The Owl to slam into a trash can letting go of his grapple.

Ladybug and Cat Noir rushed over to check on him and make sure he was alright but unfortunately Ladybug's tongue slipped and she spilled his Identity with "Oh no Mr. Damocles! Is everything ok? You're not hurt are you?"

The Owl got up and dabbed as he said "I am not Mr Damocles. I am the Owl!" He then turned to Ladybug and Cat Noir looking miserable and cried in embarrassment (literally) whilst hiding his crying eyes behind his arm "You've revealed my secret identity!"

"We're sorry Mr...Owl We didn't mean to." said Ladybug with Cat Noir adding "Yeah don't take it the wrong way."

The Owl now revealed to be Mr. Damocles inhaled with his nose and noticed all the people filming him. He ran away tripping on a bench but quickly resuming his flight.

"Sorry it was a bust Ladybug. You were trying to do the right thing." said Alya walking over to Ladybug (still in her carboard girl outfit but without the mask) and gave her back the fake miraculous.

"Yeah. Now we just have to hope no one hears about it." added Cat Noir. Unfortunately everyone heard about it and the news was having a blast turning Mr Damocles into a laughing stock. Even worse it hurt his feelings enough to draw the attention of a certain super villain.

* * *

Ben was laying on his bed procrastinating his homework by playing Angry Birds on his phone. Gwen was actually doing the homework at the table in the Rustbucket. She and Ben were supposed to do it together but he was doing none of it. Gwen got fed up and shouted "Hey dweeb we're supposed to do this together!"

"I don't recall agreeing to that." said Ben still focused on popping those pigs.

"You didn't. Grandpa said we had to while he was out getting groceries. Remember?!" said Gwen matter of factly with her arms crossed.

"Yeah you work I copy down your work." said Ben still not taking his eyes off of the game.

"Ugh!" groaned Gwen knowing them arguing was pointless so she got back to her work and she was sure to tell Grandpa about this.

"Uh Gwen." said Ben finally taking his eyes off of his game and going over to her.

"What you actually want to help for once?" asked Gwen in sarcasm.

"No this." answered Ben showing Gwen the screen of his phone. It showed some ark orange mask symbol background with a man that looked like the latest meme in Paris but more evil. He was saying " With just one slight movement. I can release the rope holding up the city bus and all the animals inside will crash down upon this poor helpless little kitten." The image then changed to show the bus dangling from the tower to the animals inside to the kitten underneath it.

The masked man continued "And if anyone should be tempted to come and save these animals, beware it is all rigged. Liquid nitrogen will automatically douse the feet of the Eiffel Tower, dousing them to minus seven hundred degrees and making them more fragile than glass. They will collapse and the bus will flatten our cute kitten friend! Mwahahaha!"

The now obviously akuma further continued but this time with his demands "Ladybug, Cat Noir. The only way you can save these sweet animals is to come and hand over your miraculous to me! And you only have ten minutes!" The akuma showed a timer with a button on it. The timer showed ten minutes and he then finished his demands and boasting with "Follow the Owl signal." The screen cut off to show his the orange mask symbol again.

"Ugh another akuma. Why does it have to be at night." groaned Gwen as she summoned her magic disguise.

"I know tell me about it." said Ben as he walked out of the Rustbucket and was about to transform when Gwen called "Hey wait!" as she came out of the Rustbucket too.

"What?" asked Ben

"We can't just leave without telling Grandpa or he'll worry." said Gwen.

"Oh right." said Ben lowering his wrist and pulled out his phone. He began texting Grandpa Max what they would be doing.

"There. Just texted Grandpa." said Ben as he finished his text and sent it.

"Alright that leaves just one thing before we leave." said Gwen

"And what's that?" asked Ben.

"For you to transform! Duh doofus." said Gwen.

"I knew that! I just though you mean't something else." rebutted Ben as he activated the watch and selected the hero he wanted to be with his signature catchphrase "Its Hero Time!" as he slammed down the core and a green flash appeared.

* * *

Ladybug and Cat Noir united on top of a roof to see the owl signal up in the sky leading them towards a stadium.

"Wow. That principal sure is holding a grudge." said Ladybug.

"We've definitely ruffled his feathers." joked Cat Noir.

"Who've you too upset?" said a voice.

Ladybug and Cat Noir turned to face behind them to see Lucky Girl come up on a floating platform with some sort of velociraptor like creature.

"Lucky Girl! Look out!" shouted Cat Noir as he attempted to tackle the velociraptor like creature only for it to appear right behind him in a blur and say "Hey we're on the same side. Name's XLR8." XLR8 than extended his hand (err claw) to pull Cat Noir back up

"Oh sorry you just sorta look like an akuma." said Cat Noir taking the hand and getting back up.

"Wait I've seen you before." said Ladybug.

"Uhh what no you haven't. There's no way you're seen this form." said XLR8. After realizing his slip up he facepalmed himself.

"Way to go you just revealed it." said Lucky Girl.

"Uh I'm not following." said Cat Noir scratching the back of his neck.

"Wait so you and all the other aliens I've seen in person and online are all just different forms of you?!" said Ladybug.

"Uhhh... No time to explain we have to save the animals remember." said XLR8

Ladybug sighed and added "I wish you weren't right. Ok we've got to get a hold of that detonator and stop the countdown."

"If you want I can distract him with a little chit chat." said Cat Noir

"You certainly are the cat for the let's stay in touch" said Ladybug taking out some sort of ear piece from her yoyo and placing it in her ear. Cat Noir did the same but with his staff.

"Wait what are you two going to do?" asked Lucky Girl stepping off and dissipating her platform.

"Cat Noir will distract the akuma while I or I guess we will try to figure out where his akuma and the detonator is." answered Ladybug.

Cat Noir pole vaulted away towards the stadium.

Ladybug leapt to try to find the akuma followed by Lucky Girl and XLR8.

* * *

When Cat Noir got inside the stadium it was dark and called out "Hoo Hoo! Mr. Damocles."

The lights suddenly turned on to show standing on top of the stadium walls shouting "I am not Mr. Damocles I am the Dark Owl!"

"Let's talk about this. why don't we just team up, the three of us? After all you do have real powers now." said Cat Noir

The Dark Owl however was not falling for the distraction and said "Where is Ladybug and the purple person that sometimes helps you two out." As the Dark Owl was saying this Lucky Girl lifted herself, Ladybug, and XLR8 up on her platform so they could get a better look at him from behind. "grappling iron, boomerang, utility belt. The akuma must be in one of his weapons." said Ladybug through the comms.

"Yeah but which one?" whispered Cat Noir from the stadium field. Cat Noir then spoke up to Dark Owl "Ladybug will be here any minute!"

"Then you can be the first to place your miraculous in the box located in the middle of the stadium. or..." said Dark Owl.

"Boom ok I get it!" yelled Cat Noir who began walking to the center of the stadium. While he was walking he whispered to Ladybug "try to grab his detonator."

"We're on it." whispered back Ladybug. Before any of them could move XLR8 beat them to the punch and swiped the detonator so fast Dark Owl didn't see him coming leaving him just confused standing there.

"What where did my detonator go!" boomed Dark Owl. Just then Ladybug, Lucky Girl, and XLR8 leapt out from their cover all attacking Dark Owl at once. Ladybug with her yoyo, Lucky Girl with mana discs and XLR8 rushing over to slam into him.

Obviously XLR8 hit first due to his speed. However also due to the velocity it blasted Dark Owl off the stadium wall and right in front of Cat Noir.

"Over to you Cat Noir!" shouted XLR8.

Dark Owl did not take much damage from his fall however he quickly got up and before Cat Noir could get him he blocked his punch with his wrist and dealt a blow to his stomach launching him back a few feet.

Cat Noir clutched his stomach in pain. Ladybug leapt down into the stadium "Cat Noir you okay?" she called.

"Just fine." groaned out Cat Noir as he got back into a fighting stance. He and Ladybug charged Dark Owl thus beginning a battle.

Lucky Girl and XLR8 quickly joined the fight in the stadium.

"B-err XLR8 disarm the bus trap the rest of us can take Beakface here." said Lucky Girl as she joined the fray.

"Easy." bragged XLR8 as he pushed the big red button on the detonator. However much to his shock it did not stop the countdown.

"What how do you stop this thing!" exclaimed XLR8.

"Owl Talon!" shouted Dark Owl as he fired his grapple at the detonator and pulling it from XLR8 or at least trying to but XLR8 held on to it. At least he did until The Dark Owl pulled on the grapple causing the detonator to land in his grasp and XLR8 to trip.

"HA! Oops. Time flies. This is your last chance to save the helpless kitten!" boasted Dark Owl. He then threw the detonator on top of a cargo crate in the middle of the stadium.

"What have you got against cats anyways!" said Cat Noir as he charged Dark Owl but this time with his staff.

"YAH!" shouted Ladybug as she charged alongside Cat Noir.

"Owl Talon!" repeated the Dark Owl as he fired the rope around Ladybug and Cat Noir tying them together.

Dark Owl was about to boast but was hit by mana discs (which were more of an annoyance). He reached for his belt to grab a boomerang but found his belt was gone.

"What where is my belt!" exclaimed Dark Owl as he heard "Cataclysm!" knowing Cat Noir had used his power to free himself and Ladybug.

"Looking for something?" said XLR8 holding the belt which he stole with his super speed.

Dark Owl growled at that and did a reckless last stand. He charged XLR8 which was a dumb move since he has super speed only to find himself trapped in a pink cage.

"What is this! Release me I am the Dark Owl Hoo Hoo!" yelled Dark Owl as he then began shouting threats and curses at them.

Lucky Girl walked up to the cage with her hands glowing pink indicating she was casting the cage.

XLR8 zoomed over and commented " I wish the cage blocked the sound out."

"Yeah it would be a lot less annoying than." agreed Lucky Girl.

Ladybug and Cat Noir walked on over. "Wait so that's it? We just trap him with the akuma inside?" asked Cat Noir.

"It my not be inside." added XLR8 jiggling the belt he stole off of Dark Owl.

XLR8, Cat Noir, and Ladybug all took turns trashing his gear but no akuma came out.

"Hey what gives no akuma?" said Cat Noir who then looked to his ring to see it beeping with three paws left.

"If it isn't in his belt then it must not be on him." said Ladybug in realization. "Lucky Charm!" she shouted whilst tossing her yoyo up into the air for a computer monitor to fall into her hands.

"So are we going to google where the akuma is or is it in the lucky charm?" joked Cat Noir

Ladybug took a moment to think when realization dawned on her. "That's it I've seen this monitor before in his office that's where the akuma is!" exclaimed Ladybug as she swung off to cleanse the akuma.

Cat Noir's ring beeped "I guess I'll have to go soon so pound it guys?" asked Cat Noir

"Can't really fist bump with no fist." said XLR8 showing his claws "And I've gotta focus on keeping this cage up." added Lucky Girl.

"Oh well maybe next time." farewelled Cat Noir. He pole vaulted off right as a swarm of magic Ladybugs fixed everything.

* * *

**The Next Day...**

"Alright so it's agreed then." said Alya. She, Marinette, and Gwen were going over their plan for this week in a video chat.

"This week's plan is tomorrow we'll get all of the girls together to help arrange the perfect date between Marinette and a certain somebody." said Alya. Marinette blushed at the last part.

"Then on Friday at 7:00pm we try to get them to share the sweethearts ice cream. And Lastly on Saturday we have our sleepover with just the three of us." finished Alya

"That sounds about right." said Gwen with a nod of agreement from Marinette.

"Alright it's settled then. See you all tomorrow." concluded Alya as she ended the video call.

* * *

**Ok I know this chapter was not the best but if I added too much more it would be too long and just be a long and super predictable run on. May do some revisions/changes to this chapter later on. Also this is not a filler it foreshadows the plans for some of the next chapters. But I also got some bad news. School will be starting for me soon which means I may not be able to update as often because I will have homework and be more tired. So hope it doesn't impede on the update schedule but we'll have to wait and see if it will. Thanks for reading guys and hopefully next chapter will be better.**

**P.S I will be skipping Robostus since it would be too easy. Ben would just go Upgrade and take over Markov so not much too write about there.**


	8. Chapter 8

Every girl in the class (minus Sabrina and Chloe) has shown up at Marinette's place to discuss a certain plan of hers and Alya's. Marinette and Alya were standing while everyone else was sitting by or on Marinette's couch/bed up in her room.

"Thanks for showing up girls." greeted Alya "So check this out. I've got the biggest scoop! But FYI it's seriously hush hush. top secret, classified information." added Alya

"You know who Ladybug is?" asked Alix causing everyone to get their hopes up.

"No. But it's almost as hot. Marinette is-" Alya was interrupted with Marinette blushing and whispering into her ear " Wait Alya. Do you think this is such a good idea?"

"I don't think it is I know it is." answered Alya confidently and for some reason Marinette whimpered. She then added "But remember girls your lips are sealed. Got it?"

Everyone of the girls nodded their heads in understanding. Marinette then looked like she was going to cry and hid her face as Alya began again "Well, Marinette is head over heals for somebody."

Before Alya could say who Alix spoke up again "Yeah Adrien!" causing everyone to laugh.

Marinette quit hiding her face in fear and changed to a look of shock. "What but how did you know?!"

"Well it is pretty obvious." answered Mylene (not sure if I spelled that right)

Marinette got her panic face back and added "So do you think... I mean... Adrien knows too?"

"No way boys never pick up on things like that." said Rose with nods of agreement from everyone else. Marinette sighed in relief with Alya giving her a pat on the back.

Alya cut to the chase "Right so lets get down to business. Your mission should you choose to accept it. Is to arrange a ridiculously romantic date between Marinette and Adrien."

"Oh that's so sweet." commented Rose

"Great!" said Alix with a thumbs up.

"Big time." whispered Juleka since she almost always whispers.

"Easier said than done but I'm in" added Gwen.

Mylene finished off the statements with "We know we can count on you Marinette, so you can count on us too."

Marinette smiled at and thanked them all.

Alya began the briefing with "Your up Marinette."

"Alya and I have come up with a plan. It's called "Operation: Secret Garden"."

Mylene piped up "Excuse me, but why do we need a plan? I mean, can't Marinette just go up to Adrien and ask him out?" Everyone laughed at that minus Marinette.

"Seriously Mylene this is Marinette we're talking about here." said Alya causing the girl mentioned to blush. Alya continued "Now each of you will have a code name based on a flower. Alix, you'll be Violet, Mylene, you'll be Sunflower Juleka, you'll be Rose, Gwen will be Dandelion, and Rose will be "Tulip".

"Uh why isn't my name Rose?" asked Rose.

"Because Rose is your real name." answered Alya

"It won't be a codename if we call you Rose" added Marinette.

Rose was thinking about that while Marinette continued with the plan. "This afternoon, Buttercup has a photo shoot at the Trocadero fountains."

Rose did not understand that part so Alix clarified by answering it was Adrien getting an Ah! from Rose.

Marinette further continued the plan. "His security guard, a.k.a. the Nanny, will be waiting for him in the car on the other side of the esplanade, in the chariot. He's supposed to take Buttercup back home after the photo shoot, except that's not gonna happen. This is where you guys come in."

All of the girls nodded in understanding as Marinette gave them their jobs. "Step one: "Rose" will have a fake "No Parking" sign. She'll go over to— "

"Um, who's "Rose" again?" Mylene interrupted.

"Me, of course!" said Rose clearly still not getting it.

**"**No, Rose. It's Juleka. You're Tulip, Violet, Sunflower, Dandelion, Rose, Tulip." answered Alya who then groaned that Rose still did not get it.

Marinette resumed with "So, step one: Rose (Juleka), you put the fake sign next to the Nanny's chariot. Step two: Sunflower, you'll go find a police officer and say to him: "Hello, Mr. Police-Officer. Oh, look! That car's parked illegally" and he will go over and make it leave. Step three: No more "Nanny". Step four: Tiger-Lily (Alya) pointed to herself when Marinette said this) will let us know as soon as Buttercup's (Adrien's) done with his photo shoot, instead of meeting up with the "Nanny", Adrien's gonna find...

"Lotus!" Interjected Alya

"That's Marinette!" assumed Rose getting a pat on the head from Juleka

"But when Buttercup (Adrien) sees that the chariot's (car's) gone, he'll just text his Nanny (bodyguard) won't he?" said Alix exposing the flaw in the plan.

Marinette answered with "Impossible. Buttercup (Adrien) always leaves his personal items in the car when he's on a photo shoot, even his phone! Such a professional!"  
Alix whispers to Gwen "She knows everything about Adrien! Creepy, no?"  
"Yeah kinda is." replied Gwen.  
Marinette resumed once again "So then... This is where Tulip (Rose) springs into action! You give the signal to the rickshaw driver to come and park in the Nanny's car spot, then all I need to do is say to Adrien—"

"Bleblebleblebleble!" mocked Alix as she stuck her fingers in her mouth to show how Marinette can never talk straight around Adrien earning a laugh out of everyone.

"Your right that's usually how it goes." commented Alya

"But this time I'm really ready! I've got you guys with me. I'm gonna do it, I promise!" exclaimed Marinette in determination earning applause  
"You're gonna be great!" cheered Mylene.

"Wooo! Yeah!" said Alix

"You've got this!" said Gwen

"We take a really romantic ride along the banks of the Seine and over the Pont des Arts bridge, where we just happen to run into Andre, the sweethearts' ice cream maker! Then, Violet (Alix) skates by and showers us with rose petals! It's gonna be perfect!" finished Marinette.  
"It's...it's... so beautiful!" complimented Rose.

**"**Any questions?" asked Alya.

**"**Which flower am I, again?" asked Juleka

"You're Rose. That's right, right?" answered and asked Rose.

**"**Mm-hmm." confirmed Marinette getting a Yes! from Rose

"I also got a question." said Gwen

"Yeah Gwen?" asked Marinette

"Do you have a back up plan for when this plan goes off the rails? and what am I supposed to do?" Gwen asked.

"Oh I forgot thank you gor reminding me. You Dandelion (Gwen) are to fill in and make sure everything works as planned so basically you are my back up plan." answered Marinette.

"Any more questions?" said Marinette with no response

"Operation: Secret Garden", here we come!" shouted Marinette as all the girls put their hands together and raised them cheering.

* * *

**Time skip to the Trocadero Fountains **

"Come on, more happy! The smile like you're smelling a delicious lunch in ze kitchen! Ah! No, no! We need a... A lollipop!" exclaimed Adrien's photographer Vincent who then went to go get one. As he did so a mother and her baby in a stroller passed by Adrien who gave the baby a friendly wave when suddenly Vincent returned and said "There!" shoving the lollipop in Adrien's face whilst also grabbing the attention of the baby.

"lollipop, lollipop." the baby kept saying

"Now we have a good taste! Mm-hmm." said Vincent as he resumed taking pictures of Adrien.  
"Lollipop! Lollipop!" cried the baby louder this time.  
**"**No, August. Lollipops are not for babies. Your snack is a delicious bottle of milk." answered August's mother as she gave him a bottle.

While that was going on Alya was observing from above with binoculars she then said into an ear piece "Are all the flowers planted?"

"Rose planted." said Juleka

"Sunflower planted." said Mylene

"Tulip planted!" said Rose

"Dandelion planted and on standby." answered Gwen.

"Perfect go Rose (Juleka)" said Marinette.

"Uh, me?" asks Rose

"No, the other "Rose"!" answers Alya

Rose (Juleka) begins phase one but her no parking sign gets stuck in a manhole as she pushes it over.

"Um, you guys, I've got a problem." mumbled Juleka through the comms.

"Rose"? said Marinette

"Yeah, what? said Tulip (Rose)

"There's a problem. It's stuck in a grate." mumbled Juleka.

"Rose", louder!" ordered Marinette

**"**Yeah, what?!" exclaimed Rose triggering a lot of shushing from Marinette and Alya.

Juleka kept trying to get the sign out of the grate but had no luck.

"Guys this is dandelion (Gwen) moving in to help Rose." said Gwen through the comms.

"That's okay I don't need help." answered Rose

"No not you. Juleka!" said Gwen as she went over and helped Juleka lift the sign.

"Ugh what is this sign made of steel?" asked Gwen

"Metal, like, you know, the type road signs are made of. Why?" asked Marinette

"Couldn't you have made it out of cardboard or a lighter metal!? Sunflower you're up!" said Gwen as she and Juleka took the no parking sign off the stand and held it up by the Nanny's (Gorilla's) car while Juleka hid so as to draw less attention.

"On it" replied Sunflower (Mylene) as she went over to the cop.

"Excuse me Mr Police Officer." said Mylene as she tapped him on the shoulder.

"Ahh hello young lady what can I do for you?" asked the Officer

"I think that car over there is parked illegally." said Mylene as she pointed to the Gorilla's car by the fake no parking sign being held up by Gwen.

"Your right thank you young lady!" said the Officer as he tightened his cap and marched over to the car.

"Sir! Move this vehicle right away this is a no parking zone!" ordered the officer to the Gorilla who stuck his head out the car window to see Gwen holding it up with a nervous grin on her face.

The Gorilla growled in frustration and pulled his car out of the no parking zone while the officer returned to the other side of the street. After they left Gwen let the sign down and took a sigh of relief.

"Bravo Girls! Step Two, commence!" said Marinette through the comms as the baby August and his mother struggled to get up the stairs with him in the stroller and when he saw Adrien's lollipop again he began to bawl his eyes out with floods of tears as his mother reminded him he is too young for lollipops.

Marinette saw this and said "That poor lady she could really use a hand."

As Marinette got up to help Alya grabbed her hand and said "If you do that Adrien will see you."

Just then the mother gave baby August back his bottle which seemed to calm him down as they got to the second level of the stairs. Seeing this Marinette smiled and resumed hiding at the top of the stairs.

However that was not the end of the mother's struggle. As she began her uphill battle against gravity with the second set of stairs her phone fell out of her purse while she was gripping August's stroller.

Seeing this Marinette got up and went to help the woman despite Alya's protests for her to stay back. Marinette grabbed the phone and handed it back to the mother and said "Hello ma'am, Hello little baby." as she grabbed the bottom end of the stroller and helped the mother lift it and August up the stairs.

"Thank You so much." thanked August's mother.

However while Marinette was helping the mother Adrien's photoshoot just ended and Vincent sent him back on his way home.

"Look Out! Buttercup's (Adrien's) on the move!" exclaimed Alya through the comms.

Due to Murphy's Law as soon as they got to the top of the stairs baby August dropped his bottle and it fell back down the stairs. The same stairs Adrien had began to make his up.

Losing the bottle caused the spoiled brat August to throw a temper tantrum (cause seriously that baby is so loud and annoying its unrealistic) so Marinette went to retrieve despite the risk of running into Adrien and ruining the plan.

Fortunately Marinette was fast enough and got the bottle back to August just in time and was able to evade Adrien. She hid behind a column only to see the Nanny (Gorilla) return and re-park in the same spot since the sign was no longer up.

"Red Alert. The Nanny's (Gorilla's) back" panicked Marinette through her earpiece grabbing the attention of all the girls.

Mylene tapped the officer's shoulder again to show him the Gorilla had re-parked in the no parking spot with the no parking sign back up and being held by Juleka and Gwen.

"Hey you, mister! Over there! You've asked for it! I'm slapping you with a fine for a parking violation, for non-compliance with orders, and for infuriating a usually cheerful police officer!" complained the officer as he gave him three violations and abused his power.

The Gorilla growled taking the tickets and stomping down the Trocadero. As he stomped by August and his mother walked past with August still throwing a tantrum and not taking his bottle this time.

"You're being quite stubborn today August." complained August's mother.

Adrien had just made it to the top of the stairs only to see an akuma fluttering above and heading straight for his bodyguard! However at the sight of Adrien The Gorilla sighed in relief and calmed down causing the akuma to flutter away near baby August.

The akuma went inside August's wristband causing him to freeze and await Hawkmoth's orders. August said Haw-mo and lollipop right before transforming into a giant baby monster in a light purple onesie. He had a pacifier emblem on his chest, green eyes with purple irises, a mask that covered his head except his mouth with a green sprout of hair sticking through. He also wore two wristbands one green with some inscription on it and one blank pink one.

"Lollipop!" he cried as he finished his transformation and nearly stepped on his own mother if it wasn't for Marinette pushing her out of the way.

Alya tried to film it but was pulled away by Mylene. Gigantitan tried to eat a statue but was disgusted by it. He then grabbed Adrien's bodyguard and tasted him but also disliked the taste so threw him into a tree.

While Marinette rushed the mother away Adrien took cover to transform into Cat Noir not noticing Marinette was ever there.

* * *

All of the girls (minus Alix and Marinette) regrouped around the corner only for Rose to say " Girls, where's Lotus?"

No one remembered who had what codename anymore so they all gave her blank stares of confusion.

"Marinette! Where is she!" exclaimed Rose.

All the girls ran around the corner to see the giant baby Gigantitan.

"Hey Look!" said Mylene pointing to Gigantitan.

Seeing them Gigantitan crouched down to try and grab them but they all ran away screaming. Gwen running away from the others to go transform and call Ben.

Gigantitan was going to follow them but was distracted by a jingling sound. He turned to face it and saw it was Cat Noir jingling his bell on top the the monument.

"Well you're the biggest rug rat I've ever seen." joked Cat Noir.

"Kitty!" said Gigantitan as he tried to grab Cat Noir only for him to do a backflip.

"Let's go splish splash Megababy!" said Cat Noir before he bounced off Gigantitan's head and taunted him with "Can't catch me!" as he lead him into the fountain area whih everyone had already fled.

"Let's get our feet nice and wet. But we can't squish anyone, okay?" said Cat Noir as they entered the fountains

Marinette moved behind a shorter pillar to hide and transform

"Lure him to the river where there's nothing to destroy. Nice move, Cat Noir!" commented Marinette to herself

"Looks like that romantic outing with Adrien is on hold." said Tikki as she flew out of Marinette's purse.

"We'll be pausing for an epic battle with Cat Noir instead." responded Marinette as she called on her transformation sequence.

* * *

Gwen found a hidden alley that she ran into. She texted Ben the details of the situation, telling him to get over to the Trocadero fountains. Gwen transformed into Lucky Girl in a quick pink flash.

Lucky Girl ran out of the alley into the fountains to find Cat Noir in the grip of Gigantitan

"Well, hey there, kitty cat. I see you're not much of a natural with kids, are you?" said a voice. Lucky Girl looked down over the banister to see it was Ladybug

"Are you kidding? We were just playing a fun game of tag!" Using his staff, Cat Noir escapes from Gigantitan's hands and lands next to Ladybug.

"The akuma's probably in his bracelet." said Ladybug as she wrapped her yoyo around Gigantitan's wrists like handcuffs

A purple outline appeared over Gigantitan's face. "Gigantitan, watch out for the very naughty Ladybug!" warned Hawkmoth through their psychic connection.

Gigantitan raised his fist and flung Ladybug onto the roof of the Trocadero.

As she landed Ladybug struggled to regain balance but soon did. Cat Noir zipped up to her position saying "Whoa ho! How about that? You're not much of a natural with kids either. Nice flying."

"Ha-ha! For your information, I never babysat anything heavier than ten tons." retaliated Ladybug  
Gigantitan was about to grab Ladybug, but Cat Noir pulled her away.

"Kitty." mumbled Gigantitan.

"How bout you two quit flirting and we take this thing down." said Lucky Girl coming up from the other side of the monument on a mana platform.

Ladybug and Cat Noir turned to face her. Ladybug with a bright red blush "We were not flirting!" shouted Ladybug.

Lucky Girl raised her hands in a no offense gesture and said "Sorry sorry. It's just the way you two act together it seems like you two are dating."

"Alas we are not, but that doesn't mean one day." said Cat Noir. Ladybug chose to ignore that comment thinking it was another of his flirts or jokes and wasn't being serious.

Ladybug wanted to change the topic so she turned to see Gigantitan was still trying to grab at them. In her eyes the bracelet (with inscriptions not the pink one) appeared to stand out and was the number one most likely place for the akuma to be hiding.

"Yes!" shouted Ladybug as she did a backflip and was going to try to break the bracelet off but Gigantitan threw her off and she landed at the base of the monument. Cat Noir and Lucky Girl landed beside her.

"Change of plans! To calm the baby down, just put him in a playpen." said Ladybug

**"**And exactly where are we gonna find a playpen his size?" asked Cat Noir

"The Eiffel Tower! We'll pen him up in there with my yo-yo string. Sing him some lullabies. You know some, don't you? We can read him a bedtime story! Make cooing noises. _Coo Coo ._Then when he's getting sleepy...BAM! You'll use your Cataclysm to destroy his bracelet!" suggested Ladybug

"Not a bad idea but there is one problem." said Lucky Girl

"How are we gonna get him there? Don't you have a simpler plan? How about your Lucky Charm?" said Cat Noir

"If this is too complicated then just follow what I do." finished Ladybug as they all leapt away from Gigantitan's grasp

"Yoohoo!" taunted Ladybug

"Over here little guy" called Cat Noir leading Gigantitan over to them with his hands.

"Once we get him in his playpen, I'll sing him a lullaby." said Cat Noir

**"**Uh, we want to calm the baby down, not burst his eardrums." replied Ladybug

**"**What? I have a great voice, you know? I'll meow you a serenade one of these days." punned Cat Noir earning a giggle from Ladybug.

"No need guys I can cast a sleeping spell on him which will knock jumbo diapers over here cold. But I need a clear shot at him" said Lucky Girl.

"We'll get you that shot." said Ladybug

"Lollipop, Lollipop!" shouted Gigantitan but then he stopped to play with a lollipop truck despite everyone trying to lead him towards themselves.

"We're losing him!" exclaimed Ladybug.

Gigantitan tried to grab a lollipop from the truck but his giant hands just squished it.

He was about to cry when suddenly he was hit in the back by a sonic howl! The blast knocked him down causing him to burst with tears until he heard a honking sound.

The sound was Cat Noir honking the horn of a car to grab Gigantitan's attention.

"What knocked him down?" asked Ladybug.

"I believe that's my backup." answered Lucky Girl.

As soon as she said that a giant wolf like figure landed in front of them. He had grey fur, a wolf like head and tail, green eyes, two toed toes, and wore some sort of green jumpsuit.

"You called or err I guess texted." said Benwolf scratching his back.

"Great that you're here Be-euhhhh." trailed off Gwen knowing if she called him Benwolf than his identity could be revealed.

"Eh uhhhh Blitze...Wolfer. Yeah Blitzwolfer." said Benwolf now known as Blitzwolfer.

"You just made that up right now didn't you." said Ladybug.

"No... Well maybe... So what if I did?" answered Blitzwolfer.

"Hey none of that matters right now. We need your help to herd this giant toddler underneath the Eiffel Tower." said Lucky Girl.

"Actually you go to the tower I'm sure he would be attracted to you since you do appear to be like a dog." instructed Ladybug

"On it!" said Blitzwolfer as he leapt off onto the Eiffel Tower.

* * *

Cat Noir had gotten Gigantitan distracted playing with a car like a toy. Ladybug and Lucky Girl ran up to him.

"I loved playing with cars when I was a kid, too." said Cat Noir

"Vroom! Vroom!" said Gigantitan as he rolled his car underneath the tower.

"Look! He's going to his playpen all by himself! Good job, kitty!" complimented Ladybug.

"Here we go!" shouted Ladybug as she began circling her yoyo around the Eiffel Tower to trap Gigantitan.

When he got to the tower Gigantitan immediately forgot about his car when he saw Blitzwolfer.

"Doggy!" said Gigantitan as he dropped his car and tried to grab him. Blitzwolfer jumped from the ledge he was perched on onto another one. Gigantitan tried to grab him again only for him to leap onto another column and this happened repetitively as Ladybug wrapped her yoyo around the tower.

"Whatever you guys are going to do. Do it quick I can't keep this up!" said Blitzwolfer as he dodged another one of Gigantitan's grabs.

Gigantitan was losing patience and noticed the yoyo ring Ladybug had made. He began pulling on the yoyo to tear it but it was only cutting the tower.

"Hurry, Cat Noir! Use your Cataclysm on his bracelet!" exclaimed Ladybug

"At your command M'lady." said Cat Noir igniting his Cataclysm power with "Cataclysm!"

Cat Noir leapt onto Gigantitan's wrist but was shaken off and launched into the distance.

The Eiffel Tower would have fallen down if Lucky Girl hadn't created magical support beams to keep it up. "Urgh I can't keep this up guys." said Lucky Girl as Gigantitan began crying and still struggling to break the yoyo.

"I got this!" said Blitzwolfer as he leaped onto the bracelet.

Gigantitan was too busy bawling to notice Blitzwolfer on his wrist trying to undo his bracelet.

"How do you get this thing off!?" shouted Blitzwolfer.

"Hit the button!" yelled Lucky Girl.

Blitzwolfer looked and saw the button Lucky Girl was talking about. He slammed him fist onto the button causing the bracelet to become loose and fall off.

Blitzwolfer leapt onto a pillar for a better angle and split his jaw into four parts (which disgusted Ladybug at first) and unleashed his sonic howl onto the fallen bracelet. The bracelet took a few seconds to crack but didn't shatter.

"My howl can't break it!" growled Blitzwolfer.

"I can smash it!" said Ladybug as she retracted her yoyo and tossed it into the air with a "Lucky Charm!" and out fell a war hammer.

"Well this is obvious" said Ladybug as she ran over (dodging Gigantitan's stomping feet.) and slammed the hammer into the bracelet shattering it and releasing the akuma.

* * *

**One Miraculous Ladybug and departure of Blitzwolfer later...**

"Hey, guys!" said Marinette as she approached her friends who had regrouped after the akuma.

They all spoke together saying " Marinette!,That was weird, I was so worried about you, Where were you?

"I was worried, too. I looked all over for you guys. I'm so glad everything worked out okay." said Marinette after a group hug

"All except for your date with Adrien." added Alya

"Oh yeah. Where did he go? and where's Gwen?" asked Mylene.

"I'm here!" shouted Gwen as she ran towards the group panting. Once she regained her breath she added "I ran and hid in an alley until it was clear. Also Adrien is right there."

**"**Maybe we can finish the job after all." suggested Alya.

**"**No. No more complicated plans. Sometimes it's best to just get straight to the point." said Marinette right before they all hid (except Marinette who just circled back around.)

"Adrien!" shouted Marinette from behind as he was approaching his car.

"Marinette! What are you doing here?" Adrien asked

From behind a pillar the girls were saying "Is she gonna do it?, It's just like a romantic movie!, Hope she can do it."

"I came here to do some sketching! I can't believe we've run into each other here! Hey, would you like to—?" Marinette was interrupted by Adrien's bodyguard honking his horn impatiently.

"-Hang pout? I mean, hang about? No, hag out? Oh, forget it. Better not keep your guard waiting." finished Marinette as she gave up.

"Uh, okay. But we can take you home if you wanted?" said Adrien

Marinette almost said yes but as usual her words got screwed up and she said "No, it's okay! I'll take a coleslaw home. Thanks!"

All of the girls were like are you kidding me or facepalming at that.

Adrien not sure how to respond to that said "Okay...enjoy your meal, then. See you at school tomorrow!" he finishes and his bodyguard drives him off.

Everyone comes out of hiding.

"Why did I say "no"? I'm so lame! I could have ridden home with him in his car!" complained Marinette about herself.

"Well, at least you managed to get a sentence out without losing your cool." complimented Alya

"One sentence out of three! Not bad!" added Rose

"You'll get there in the end." further added Mylene.

"Yeah. You'll tell him one day." finished Gwen

"Thanks, girls." said Marinette who was suddenly hit with rose petals from behind by Alix

"Don't tell me Buttercup (Adrien) left the flowerbed with the Nanny (The Gorilla)."

"Yep, but it's all good. Come on, BFF, let's take a ride on the "coleslaw"!" joked Alya as she hailed over the rickshaw.

"Please tell me I didn't say that!" groaned Marinette.

"Yeah!" said Mylene as they all got on the rickshaw.

* * *

**Ok I know this is a kinda extra long chapter but most of it I just copied and pasted off of the miraculous wiki. Not really sure if I should do Glaciator next or an original chapter next. School starts for me soon so I may not be able to update as often so expect some less frequent updates. Anyways thanks for reading.**


	9. Clown's Madness Part 1

It was a normally boring day of school for Ben. As usual he as daydreaming about Sumo Slammers and not playing any attention to the lesson the teacher was trying to teach.

RIIIINNNNNNNGGGGGG! went the bell signaling the end of the class and beginning of lunch break.

As Ben made his way out of the classroom and into the courtyard he noticed Marinette looking kind of panicky and alert like she was expecting something bad to happen.

Ben walked up behind her and tapped her on the shoulder causing her to jump and whirl around.

"Adrien I can explain!" she exclaimed only to realize that she said it to the wrong person.

"Um I was just going to ask if you were ok since you seemed scared or something." said Ben.

"Oh uh yeah just expecting someone." replied Marinette.

"You mean Adrien." said Ben

"Uh yeah I kinda have to explain something to him." answered Marinette

"Is it why you act so weird around him?" asked Ben

"Me no weird. I mean no weird me. Gahhhh! Weird me? No. I don't act weird around him why would I?" spluttered out Marinette.

Ben raised an eyebrow in skepticism at that.

"Ok fine I do act strange around him so what?" rebutted Marinette.

"Uh nothing just why do you act like that around him?" asked Ben

"Uhhh because I..." Marinette was saved by Alya butting in with "Hey Marinette we still up for getting pastries at your bakery?"

"Huh? oh Yeah yeah we are. Uh see you later Ben." said Marinette as she walked off with Alya.

As they made their way down the front steps Marinette took a sigh of relief and said "Thanks Alya. I owe you one."

"You owe me more than one and I can't believe you were going to tell Ben about your crush on you know who." said Alya but whispered that last part.

"He cornered me. I wasn't sure how else to deflect his questions." said Marinette

"Also he was right about what he asked. Why were you acting so strange and alert lately?" asked Alya

"Because of what I said to him yesterday." answered Marinette blushing in embarrassment.

"You mean when you told him you would take the coleslaw home?" asked Alya rhetorically gaining a nod of confirmation from Marinette.

"Girl if he wanted to know what you mean't than he would have asked you before you left. He was just really weirded out by that." said Alya

Marinette sighed in relief at that as they took some seats on a bench in the park. They took out their packed lunches from home to eat. However the second part of what Alya said took a moment to sink in and as it did it put her right back into panic mode.

"Gahh! Alya I weirded him out! Now he'll think I'm a freak and will never speak to me again." cried Marinette

"Girl once again your overreacting. Like I said before. If he was going to say something about it he would have said it earlier." responded Alya taking a bite of her sandwich and looking at her blog.

"Yeah you are right Alya. I have nothing to worry about." replied Marinette as she calmed herself again. Of course Marinette's words soon took an ironic effect

"Hey what just happened to my phone!" exclaimed Alya dropping her sandwich to figure out her phone. Marinette looked over and saw she wasn't the only one dealing with these issues. Others in the park were having the same problem and so were electronic billboards and advertisements.

The static and blank screens soon ended with a shadowy face appearing on all the ads and devices.

"Greetings Paris." said the deep mysterious voice.

"I bring to you this command." the voice stated.

All of Paris was watching from Alya and Marinette in the park, to Ben and Gwen in the Rustbucket, to Gabriel Agreste in his office, to the mayor of Paris Andre Bourgeois.

The face moved out of the shadows to reveal the creepiest clown ever seen. He had tufts of blood red hair sticking out left and right underneath his black top hat. His face was even creepier. Unlike cheerful clowns he wore dark face makeup giving him grey lips, black button nose, and black eyeshadow. His teeth were an entirely different story. They looked so gritty and disgusting yellow that no one could tell if they were rel or part of his clown appearance.

As he spoke his formerly dark voice was now that of something you would expect from a clown. Goofy and stupid. "Hahah hello Paris I am Zombozo! Normally I would put on a show for you lovely Parisians but I need to get straight to business."

"Zombozo? What is this a joke or something?" asked Alya rhetorically

"Now last week your Parisian superhero Ladybug and what is rumored to be an old acquaintance of mine. Got my gang of freaks locked up. Can you believe that folks?!" pleaded Zombozo rhetorically however he wasn't done yet. "So I'll get straight to the point!" joked Zombozo pulling out a sewing needle. "If Frightwig, Thumbskull, and Acid Breath aren't released from police custody in One hour. I will have to do something you'll all regret." said Zombozo changing his tone to a more dark and serious one on the last line.

The screen was turned to show kidnapped civilians tied up and gagged together on top of a painted target on the floor of wherever they were being held captive. "So I will use this needle to pop that balloon up there. (camera shift to a floating balloon holding a cinder block somehow) To drop the cinder block onto a wooden plank flipping and launching this cauldron of flesh melting acid onto the poor poor innocent people over here." said Zombozo with false sympathy for his captives. Also earning a look of horror upon the captives faces as they tried to struggle.

"Your time Paris. Begins now." said Zombozo lifting up an hourglass and flipping it. Before he ended the hijacked transmission he added " Also if there is anyone trailing them after their release. Well I can't be blamed if I get a strike on one of my new bowling pins!" Zombozo said that last part with a wicked grin and emphasis on the strike part with his bowling pun, prior to ending the transmission which caused all devices to return to normal.

Alya began with "Oh my gosh Marinette! This is going to be crazy! I've got to get this for my blo- Marinette?" but realized she was talking to the wind since Marinette has seemingly vanished from the spot.

* * *

Marinette felt bad ditching Alya but knew it was for the greater good since she was going to save Paris. As she ran down the street she looked for somewhere to transform. Unfortunately the only place she saw was a dumpster.

"I am so going to need a bath after this Tikki." groaned Marinette as she leapt into the dumpster and uttered "Tikki! Spots On!"

* * *

**Moments Ago...**

Adrien was practicing his piano while Plagg was gorging himself on cheese whilst watching some car racing show on the TV when suddenly Zombozo's broadcast appeared catching his and Adrien's attention.

After the broadcast ended Adrien knew it was time for the cat to come out.

"Plagg we've got to save them." said Adrien with determination.

"O come on Why did it have to be now I wanted to see who won the race." complained Plagg

"Plagg Claws Out!" shouted Adrien as Plagg was sucked into the ring transforming him into Cat Noir.

Cat Noir opened his window and leapt out of it to meet up with Ladybug to form a plan.

* * *

**Same Time as Adrien finished seeing the Zombozo broadcast**

As Zombozo's broadcast came to an end Ben and Gwen knew what they should do now.

Ben had always hated Zombozo since he was afraid of Clowns but what really ticked him off was him draining his family of their happiness a few years ago.

"Its time Zombozo went back to clown college." said Ben

"Really thats the best you can come up with?" said Gwen

"Well their's no good clown puns ok." rebutted Ben.

Ben was about to activate the Omnitrix and Gwen her magic when Grandpa Max got up from the driver's seat and said "Hold up you two! This isn't an akuma attack and its also a trap." ordered Max

"Well what are we supposed to do Grandpa? If we do nothing then the freaks get let go and then they go back into hiding again." said Ben

"What we need is a plan Ben. And how are we supposed to find Zombozo? We have no clue where he is." stated Grandpa Max

"Simple. We follow the freaks after they're released." answered Ben

"Yeah and get the hostages killed Doofus! Remember Zombozo said if anyone follows them than he'll 'strike the pins'" added Gwen.

"Yes but he won't see me following them." answered Ben

"And how do you plan on doing that Mr Smart Guy?" questioned Gwen.

"With Ghostfreak." said Ben. When Ben said that there was a moment of silence in the room. Ghostfreak always creeped them out and after Ben got him back in the watch after his plans of blocking out the sun failed, He had never used him again since he feared it could release Ghostfreak from the Omnitrix again.

"Ben you know the risks with Ghostfreak. It's too risky." said Grandpa Max

"But what other choice do we have Grandpa. All of my other aliens could be spotted but Ghostfreak can turn invisible and have a guaranteed way of following them without being caught." answered Ben

"Unless you time out." said Gwen

"That's a risk we'll have to take." said Ben sternly.

Grandpa Max sighed and caved in "You're right Ben it may be the only way."

"Wait I can track their Mana. I only need something that belonged to them." added Gwen

"One We don't have anything that belonged to them and Two they could see you following them." answered Ben

"Not if I use an invisibility spell." said Gwen

"You can do that?" asked Ben and Grandpa Max simultaneously

"Yeah I used the spell before to investigate the freaks last crime scene." answered Gwen

"So you can make all three of us invisible to follow them?" said Ben

Gwen flinched at that. She hadn't thought of that the spell is single person use only "Oh yeah the spell is sort of single use only. Can't cast it onto others." answered Gwen with a frown

"Wait so once you find their hideout call us and we'll be there." added Ben in hopes of making the plan work.

Ben and Gwen turned to face Grandpa in hopes of approval of the plan. He gave it a moment of thought and then said "Its our best bet with out using Ghostfreak. So Gwen once you find their hideout call me and Ben and we'll be there ASAP."

"Got it Grandpa." said Gwen confidently as she transformed into Lucky Girl.

* * *

Ladybug and Cat Noir met up at the Eiffel Tower.

"Always great to see you again M'lady." greeted Cat Noir with his staff between his shoulders.

"Cat Noir you've heard whats been going on right?" asked Ladybug

"Yup. Evil clown wants to release some circus freaks you caught last week or something." replied Cat Noir

"Yeah and not just that but the police are giving in to his demands." added Ladybug showing him a clip of the latest news from the police.

At a podium a police spokesperson addressed the media with "If we are to save the lives of the innocents this mad clown Zombozo has abducted then we must give into his demand. So it is with great regret that we must release The circus freaks as they have come to be dubbed. Also to allow them to flee the country if they so desire and not follow them or track their whereabouts unless risking the safety of Zombozo's captives." Ladybug closed her yoyo after the finishing statement.

"So what are we going to do then M'lady." asked Cat Noir

"We follow them." answered Ladybug

"Uh don't you remember that zombie clown said if anyone follows them then he will strike one of his pins meaning kill one of his hostages." said Cat Noir

"True But today luck is on our side. Lucky Charm!" shouted Ladybug as she tossed her yoyo into the air (getting tired of rewriting the lucky charm scene over and over)

What fell into her hands was an advertisement poster. Ladybug and Cat Noir looked at it and read "Ozobmoz's circus! Laughs and fun guaranteed with Ozobmoz the clown." The rest of the ad was just show times and locations.

"Ozobmoz? That's a terrible name even for a clown but hey look it says its here in Paris today in the park." pointed out Cat Noir

"Good eye kitty. So I think this means we need to head to the circus as soon as I recharge my miraculous." said Ladybug

* * *

**At the city jail**

The guards undid the last of the freaks cuffs officially letting them go.

"Alright get out of here you mutant criminal scum before I change my mind on releasing you!" ordered the police captain

"Sure thing captain." said Acid Breath in his ghastly voice.

The freaks walked away to go who knows where.

"Sir do you really think that they'll release the hostages?" asked an officer.

"I hope so. I hope so." was all the Captain said before returning inside.

The freaks walked past a certain RV across the street from the police station. They were also noticed by those inside the RV.

Max closed the shades and said "Okay Gwen now's the time."

"Understood Grandpa. Invisibilia!" shouted Gwen as she suddenly disappeared from sight.

"Uh did it work?" asked Ben

"Of course it worked Doof-" Gwen was interrupted by Max "Gwen go now before they get too far!"

"On it Grandpa." said Gwen as she opened the Rustbucket door and walked out following the freaks.

* * *

After following the freaks for what felt like forever but was really ten minutes of watching them scare people off with their very presence sd they went to their destination, The freaks turned towards a circus. Lucky Girl read the sign "Ozobmoz's Circus Laughs and Hilarity Guaranteed!"

"Wait a minute! Ozobmoz is Zombozo spelled backwards!" exclaimed Lucky Girl in her head.

The freaks walked into the circus tent and disappeared underneath it. Lucky Girl didn't follow for she knew now was the time to call Ben and Grandpa. Before she could dial in their number however she heard a zipping sound.

Lucky Girl looked up to see Ladybug zip down onto the ground behind a bush nearby followed by Cat Noir.

"No they could blow everything!" panic-whispered Lucky Girl as she made her way over to them.

"This sure looks like the place on the flier M'lady." said Cat Noir

"Yeah but if it is we can't get to close or they'll spot us." replied Ladybug peaking out through the bushes.

"You two shouldn't be here!" said Lucky Girl as her invisibility dropped from behind Ladybug and Cat Noir.

Cat Noir jumped and got into a fighting stance but relaxed at seeing it was Lucky Girl.

"And you should be here and not us why?" asked Ladybug

"Because I have invisibility you to don't they could see you and execute the hostages!" whisper-yelled Lucky Girl

"She makes a good point." added Cat Noir crouching back down to hide his position.

"No she doesn't if we all work together than we all stand a better chance of freeing them!" whisper yelled Ladybug

"I had a plan you know but you two may compromise it by being here! Zombozo is not stupid like the other freaks. There's a reason he's their leader!" whisper-yelled Lucky Girl

"You know Zombozo?" asked Cat Noir

"He's an old nemesis." answered Lucky Girl

"Wait so do you know if he has any weaknesses?" asked Ladybug dropping the topic of the previous argument.

"Uhh well...?" mumbled Lucky Girl. The answer was technically no but Ben had explained to her how Ghostfreak beat him up easily when they first encountered him. But Ben never wants to use Ghostfreak again unless he has to.

"No... I don't." lied Lucky Girl

"So I assume you didn't beat him before then?" asked Cat Noir

"Me no, B-uhhh my alien partner has." answered Lucky Girl catching her slip up.

"Where is he then? Shouldn't he be with you?" asked Ladybug

"I was going to call him over but then I saw you two showing up and had to make sure you didn't compromise the captives safety." answered once again Lucky Girl as she pulled out her phone and speed dialed Ben

"Yello?" said Ben as he answered the call

"Yeah get over here they're at Ozobmoz's circus. But keep it stealthy and alone." said Lucky Girl

"Got it I'll have Grandpa drive me a few blocks away of wait where is it?" asked Ben

"In the park near the school. Now get a move on there's no time to waste!" said Lucky Girl who then ended the call.

"Yes indeed no time to waste." said a voice from behind them.

This caught everyone's attention as they all got into battle stances to see Zombozo appear in a burst of confetti.

"Welcome one and all to Ozobmoz's circus or should I say Zombozo's recreated circus!" exclaimed Zombozo in his clowny voice.

"Let the captives go Zombozo you got what you wanted." said Lucky Girl lighting up her fists with mana.

"Let them go? Haven't you ever heard of a captive audience?" joked Zombozo rhetorically

"That's not even close to being funny. I should know my jokes and puns are paw-some." punned Cat Noir earning a face palm from Ladybug.

"Not funny? How about this one then. Surrender now and join my circus or We'll take you prisoner and **DRAIN YOU OF YOUR SOULS!**" Zombozo said the last part in a super creepy voice with his yellow teeth on full display.

"Now I get why you're so creepy." commented Lucky Girl

"Never Zombozo!" exclaimed Ladybug

Yeah and if You haven't noticed we outnumber you three to one!" added Cat Noir

Zombozo grinned and replied with "I was never good at math but I do believe four is greater than three." as soon as he said that the freaks came out of hiding surrounding the heroes.

Lucky Girl, Cat Noir, and Ladybug huddled up into a defensive circle.

"To bad you didn't accept my offer because now. We'll have to take you by force and I will eat your souls. Isn't that lovely?" said Zombozo rhetorically which was also the signal for the freaks to attack.

Thumbskull took on Ladybug, Frightwig Lucky Girl, and Acid Breath Cat Noir.

Thumbskull launched a heavy punch at Ladybug who backflipped away to dodge. Frightwig aimed her hair and struck it at Lucky Girl who put up a mana barrier to deflect the hair. Acid Breath removed his muzzle, inhaled, and released his toxic breath at Cat Noir. Cat Noir leapt over Acid Breath and tripped him with a leg sweep whilst the acidic breath killed the grass he had stood on.

"Oooh. Now usually it's the clown that gives the entertainment not the other way around." said Zombozo as he walked over to a bench, sat on it, and pulled out popcorn he had kept somewhere in his pants.

* * *

Ladybug threw her yoyo and it wrapped around Thumbskull. He struggled against his bonds causing him to fall over.

"Not so strong after all huh." quipped Ladybug

Thumbskull growled at that and rolled causing the yoyo to be pulled along with it and Ladybug to the ground. When she hit the ground she lost her grip on her yoyo thus freeing Thumbskull.

Ladybug got up clutching her head only to get her lights knocked out by a heavy punch to the skull. If she was a normal person it would have cracked her head but the magic of her miraculous protected her but failed to keep her conscious.

* * *

**At the same time**

Lucky Girl was blocking off several hair whip attacks from Frightwig. Lucky Girl got tired of that so threw the shield forward striking Frightwig to the ground.

Frightwig was not down as she launched an attempt to grab Lucky Girl with her hair but was blocked by a handheld size mana shield and then hit with a mana blast forcing her down.

Frightwig was going to get up but a glowing mana claw coming from Lucky Girl's fist was keeping her down.

"Don't even think about moving." commanded Lucky Girl

"Alright I won't move." said Frightwig when suddenly her hair wrapped itself around Lucky Girl restraining her and causing her to lose concentration.

"Gahhh!" groaned Lucky Girl in pin as the hair was restraining her.

"Bit of advice. Go for the hair not the body." said Frightwig whilst tightening her grip on Lucky Girl.

"Tur... Turbo!" shouted Lucky Girl summoning a windy vortex from within her blowing Frightwig and her hair away.

Fright wig was about to get up from being thrown to the ground when the mana claw restrained her again. She tried moving her hair again only for another one to clamp down onto it as well.

"Bit of advice. Don't leave the mouth free." said Lucky Girl. Lucky Girl was suddenly tapped on the shoulder.

She turned only to be sprayed in the face.

"Gah hey..." Lucky Girl was sprayed in the face with knockout gas by Zombozo whom had gotten off from his butt seeing that Frightwig was going to lose. Lucky Girl's limp unconscious body fell into Zombozo's arms.

"Now can't have you ruin the show now can we." said Zombozo

* * *

**Also at the same time**

Cat Noir leapt and rolled out of the way of several of Acid Breath's toxic breath blasts.

"Hold still so I can destroy you!" complained Acid Breath

"And where's the fun in that." replied Cat Noir

Acid Breath inhaled to prepare another stench blast but Cat Noir beat him to the punch. He had throw his baton right into Acid Breath's mouth breaking all of his remaining teeth (If you notice his appearance all of his teeth are rotted or missing prior to the baton to the mouth)

Acid Breath's eyes became wet with tears as he spit out the baton along with most of his teeth

"AHhhhhhhhouch!" cried Acid Breath

"Ooh sorry. Uh maybe Miraculous Ladybug could fix your teeth?" said Cat Noir

Acid Breath however took advantage of Cat Noir dropping his guard and leapt at him.

"You'll pay for destroying my teeth!" boomed Acid Breath whilst trying to claw Cat Noir with his hands.

Cat Noir however kept sidestepping him and dodging his reckless strikes.

"Hey I said I was sorry." said Cat Noir and leaned underneath another reckless strike from Acid Breath.

Acid Breath only growled in response only to have his leg swept and knocked down and fall into unconsciousness.

"Not much of a fighter are you?" commented Cat Noir as he picked up his baton.

"Surrender now Cat person. Or your teammates will parish." said Zombozo drawing Cat Noir's attention

Cat Noir saw Frightwig holding Lucky Girl in her hair also gagged with the hair and Ladybug held by Thumbskull in his arms also being restrained. They were also both unconscious.

Cat Noir inwardly contemplated his options. If he tried to free them then they could rip Ladybug in half or strangle Lucky Girl like a python. He also didn't have time for one of Lucky Girls alien partners to show up and help him.

"So what's your choice? Surrender or watch your teammates kick the bucket?" asked Zombozo

Cat Noir sighed and dropped his staff.

"Good choice." said Zombozo who then sprayed Cat Noir with the knockout gas as well.

Cat Noir coughed at first but then passed out as well.

"Well then my team of freaks. Looks like the plan worked. Revenge on those that imprisoned you before has been achieved.

"Uh actually boss. The black cat guy didn't capture us." said Thumbskull

"What do you mean?" questioned Zombozo.

"The other one that helped capture us was that kid with the alien watch Ben 10." answered Frightwig

"Ben 10. I should have known he would be involved. Tie them up with the other hostages. I'll prepare a new trap for my own revenge on the boy who cost me everything 3 years ago." Zombozo finished the last part with a wicked grin of evil on his face.

* * *

**Part 1 complete**

**Yes this is a part 1. I would say part 1 of 2 but I might actually make this a 3 part chapter/mini story arc. If I don't then well spoilers can't say that.**

**Hope you all enjoyed. Fortunately school restarting ****hasn't delayed my story making yet so that's good. I'll see you all next chapter. Please review and follow so you'll know when part 2 comes out.**


	10. Clown's Madness Part 2

Everything appeared blurry to Ladybug as she blinked her eyes open.

"Agh where... where am I?" asked Ladybug

"Why you're in the circus my dear." said a creepy voice

"Why would I be in the cir-" The memories of what happened earlier suddenly clicked into place in her mind as she awoke. Also as her vision cleared she noticed that the one who spoke to her was none other than Zombozo!

"Gahhh!" cried Ladybug. She tried to get up but found she was wrapped in chains to a poll with handcuffs on her wrists along with Cat Noir and Lucky Girl in the same predicament.

"Let us go!" demanded Ladybug struggling against the restraints.

"Now why on earth would I do that. You're my insurance deary." said Zombozo

"What are you talking about you psychopath!" said Ladybug

"Psychopath? Now that is very hurtful. I'm a clown and everyone knows clowns are crazy! And as for the insurance part. It is to make sure that the brat that stopped me years ago will think twice before coming to the rescue again!" explained Zombozo

"Who?" asks Ladybug. She could also feel Cat Noir and Lucky Girl starting to wake.

"You mean he never told you? What do you all not know each other's secret identities?" asked Zombozo rhetorically but after seeing a look of guilt upon Ladybug's face he realized that they actually hadn't.

Zombozo burst out laughing "Hah HAH HAH AHHH HAHA!"

"Oh man that is hilarious and I'm supposed to be the one that's funny." laughed Zombozo

"Laugh all you want it won't change anything." said Ladybug

"That wasn't the only thing I'm laughing at." said Zombozo

"And what else is that?" questioned Ladybug

"The fact that you'll soon be joining me in my laughter! Ahh HAHAHAHAHAHA!" laughed Zombozo

"Your jokes are even worse than Cat Noir's so why would I laugh at all." rebutted Ladybug

"Oh don't worry as soon as you get a load of my new and improved Psyclown you'll be laughing to DEATH!" said Zombozo with of course the last part with extra creepiness.

Ladybug began to hasten her struggle hoping it would wake Cat Noir and he could use his cataclysm to free them.

"Girly if you're going to try to escape then give up. Cause even if you get out of those chains which might I add are also holding up that pot of sulfuric acid up there." Zombozo pointed at the large glass cauldron filled with glowing green acid being held up by a long chain that if you traced back, was the same chain used to keep the heroes restrained. "Then you'll only cut the chain holding up that pot and also keeping you alive." answered Zombozo.

Zombozo left the area of the tent laughing but as he left he walked past a table with Ladybug's yoyo, Cat Noir's staff and some book she had never seen before on top of it.

"Now if I could only reach my yoyo." said Ladybug to herself.

* * *

The Rustbucket pulled up across the street from Ozobmoz's circus.

Grandpa Max placed it into park and got up. While Ben prepped the Omnitrix.

"Hold your horses Ben. If you go alien now you may time out too early you should save it for later." said Grandpa Max as he opened a secret compartment filled with plumber gear (not the toilet kind).

"Well how am I supposed to fight the freaks then?" asked Ben. To answer Ben's question Grandpa tossed him a plumber pistol like the one he used on Xenon (or is Zenon?) to fight Vilgax's armies and save the Omnitrix from self destruction.

"Alright I can work with this" said Ben.

"I'm ready as well Ben." stated Grandpa Max now in full Plumber uniform with a plumber energy rifle.

"Uh Grandpa maybe you should wear a mask or something to you know hide your identity." suggested Ben.

"Already got that covered." said Grandpa Max pulling out an old plumber's mask It was grey with a black visor completely covering the face. Every other part of it was grey except some black line on the top, left, and right sides of the mask.

* * *

"So let me get this straight. If I break this chain then it'll cause a big pot of acid to pour on top of us?" asked Cat Noir to Ladybug

"Yes." confirmed Ladybug

"Well than how are we supposed to escape then?" asked Cat Noir

"I have half of a plan." said Ladybug

"Half a plan?" asked Lucky Girl also awake

"Yeah if I could just get out then the 2 of you should be able to hold the chain and pot in place. Then I could grab my yoyo and use my Lucky Charm to figure out a way to save you two." explained Ladybug

"Oh yes excellent plan. Very Good very good. Well except for one thing." said Zombozo who had been eavesdropping on their conversation

"And what would that be? You're similar appearance to the Mime?" joked Cat Noir

"I don't know who that is and I don't the answer is simple. You'll all be too miserable to want to escape because now it's my lunch time." said Zombozo smacking his lips in a disgusting way.

"Oh no." said Lucky Girl

"Um are you saying you're going to resort to cannibalism cause that is not a good diet." joked Cat Noir

"Cat now is not the time for jokes." complained Ladybug

"I'm not going to eat you fool! I am going to drain you of your souls to fuel me." exclaimed Zombozo as a tube stuck itself into his back lifting him into the air. A light shown above an indescribable machine except it is grey and has blue gem/glass circles in its patterns.

"Uh what is that?" asked Cat Noir in fear

"The psyclown." answered Lucky Girl

"Yes! With some minor improvements. You are a perceptive one pink haired girl." complimented Zombozo.

"Now say ahhhhhh!" said Zombozo as he aimed the machines happiness drainer sucker (like the thing that goes on his back but instead of feeds it drains) at Ladybug.

She struggled against the binding and tried to move her face away from the machine but the tentacle followed her face and all Cat Noir and Lucky Girl could do was watch.

The tube attached itself onto Ladybug's face as she continued to struggle. it lit up blue as it drained Ladybug of her positive emotions completely. After a moment it came off of Ladybug's head to show her fave with tons of wrinkles as if all of her youth was just stolen from her except her hair was still blackish blue.

Seeing this made Cat Noir furious. "You'll pay for that!" he growled.

"Oh you poor simple minded fool I'm only just getting started!" exclaimed Zombozo with yet another creepy grin on his face.

Realization dawned on Cat Noir that he is next!

* * *

**At the same time.**

Ben and Grandpa Max saw all three of the freaks guarding the entrance to the circus.

"I assume now might be a good time to go hero?" said Ben

"Lets wait on that. First we should try to get the jump on them and activating the Omnitrix will give away our position" answered Grandpa Max

"So then what's the plan?" asked Ben

Thumbskull was bored and tired of standing guard. Even though he hasn't been doing it long he still has a short attention span and low IQ. He was about to fall asleep if he wasn't hit on the shoulder which woke him back up.

"Huh whah?" babbled Thumbskull who turned to see Frightwig behind him.

"You knumbskull stay awake! We need this job and I am not letting you screw it up for me." threatened Frightwig who stormed off to her position across from Thumbskull.

"I though my name was was Thumbskull not Knumbskull?" said Thumbskull scratching his head.

Just then Frightwig fell down followed by Acid Breath. Thumbskull looked up to see a man in a grey suit and mask on top of a stack of boxes with a rifle pointed straight at him.

"Surrender now or join your friends on the ground." ordered the masked man whom Thumbskull had no idea who he is.

"Yeah right I'm the strongest there is. You can't beat me!" taunted Thumbskull.

The mask man said nothing in response and opened fire on Thumbskull with his stun lasers. The blasts however only tickled Thumbskull due to his large size and increased stamina.

Thumbskull stomped towards him saying "Heh that tickles."

thumbskull was about to pull out the boxes from underneath the man when he heard a familiar bwoosh from behind him and suddenly he was hit from his left knocking him down onto his left side.

"Hey who did that!" he shouted

"Me, ugly!" answered the Voice.

Thumbskull looked to see it was a giant ball rolling back to hit him again.

"uh oh." said Thumbskull knowing he didn't have enugh time to evade or get up. Thumbskull was hit head on by Cannonbolt and thrown through the thin tent tarp. He began to get up when he was hit with a stun laser right on the forehead knocking him out cold and leaving him with a nasty bruise.

Cannonbolt unrolled to show he was mostly made of white fat, but has yellow scales for his ball form with two all yellow eyes outlined by some black and said "Nice shot grandpa."

Grandpa Max took off his mask and said "Thanks Ben. Nice job sneaking around him while I had him distracted but why go alien you know I told you not to."

"I know Grandpa but the stun blasts weren't working on him so I thought it would work better this way." answered Cannonbolt.

Grandpa Max sighed and then said "Alright Ben lets just hope the battery lasts."

"Wait wait I've seen my future self do this that one time I went to the future and I've been practicing it for awhile now and I think I got the hang of it." said Cannonbolt earning a look of confusion from Grandpa Max.

Cannonbolt took a few deep breaths and slapped his big fat palm on top of the Omnitrix dial on his forehead err body since he has no head and was engulfed in a flash of green light. When the light vanished Ben was back to being himself.

"Yes it worked! All I have to do is slap the dial and think about becoming me again!" exclaimed Ben

"Impressive Ben. But now is not the time for congratulations. We have to go save your cousin and the French heroes." said Grandpa Max putting his plumber's mask back on.

"Lets go." said Ben stepping into the tent followed by Grandpa Max. They stepped onto the tent and over Thumbskull's unconscious form.

When they got inside the tent they saw the drained husks of Ladybug, Cat Noir and Lucky Girl. Ben's eyes grew with rage at seeing that Zombozo had drained Gwen dry again! He was about to go over to Gwen when Grandpa Max grabbed his shoulder.

"Ben to save them we have to destroy the machine." said Grandpa Max

Ben realized Grandpa Max was right and then asked "But where is it?"

"Why Benny Its been a while since I last saw you." said a creepy voice from a dark area of the tent. A light suddenly was shown over that area to reveal Zombozo and the Psyclown 2.0 underneath its gaze.

"Zombozo change them back!" demanded Ben

"Aw kiddie you and I both know I won't do that. And besides I've been saving the worst for last. After what you did to me three years ago I've been preparing for this day to eliminate you once and for all!"

"Yeah right like how I scared your pants off last time we fought." said Ben

"HAHA kid Now I know you weren't an actual ghost but an alien!" bragged Zombozo

"And since I know that now I know not to be scared of you." boasted Zombozo

Ben gridded his teeth at that and activated the Omnitrix.

"You should be!" said Ben slamming down the core transforming in a bright green blast.

After the blast dissipated in Ben's place stood Ripjaws. Ripjaws looked at himself and said "Aww Man why do I always get the wrong alien when I need it the most."

Zombozo laughed so hard he began to cry "You seriously think you can beat me as an oversized fish stick bwahahahaha!"

"Ben if you can change back into yourself then maybe you can change alien form to alien form." suggested Grandpa Max

"Oh right I forgot to ask who are you supposed to be an exterminator?" said Zombozo still laughing

"Nope I'm a plumber!" shouted Max drawing his rifle and aiming it at Zombozo.

Zombozo immediately stopped laughing once he realized he was in danger. Max made the first move by firing but was astonished to find it hit an energy shield cast from Zombozo's hand.

"I told yous two I had been preparing for this day for three years! And now its finally here." said Zombozo with his typical creepy smile.

"Ben I'll hold him off save them." said Grandpa Max gesturing towards the heroes.

"Oh I wouldn't do that if I were you or you'll unleash that pot of acid up there right on top of em." warned Zombozo as he dashed or rather was lifted towards Max and tried to punch him. Max sidestepped him and hit him with the butt of his rifle. Zombozo retaliated by slapping the weapon out of Max's hands but was punched in the face immediately after.

Ben knew Ripjaws was not the alien for now so he hoped Grandpa's advice will work and said to himself "Please please work." as he slapped down on the dial of the Omnitrix and transformed again in the bright green flash.

In Ripjaws place now stood Benvictor or as Ben had renamed him after Gigantitan Frankenstrike. Frankenstrike looks exactly like a Frankenstein but with electric prongs sticking out of his back and is partially made of metal with the omnitrix where his belly button would be. (not the best description I know but just google it to get a better image)

"Oh yeah this will do." said Frankenstrike.

Zombozo rose up igniting his fist in blue plasma giving Max an uppercut shattering his visor.

Max struggled to get back up he had never taken an uppercut that powerful before.

"End of the line gramps!" said Zombozo about to strike when suddenly he was hit by an electric bolt knocking him to the ground. Frankenstrike had dealt the bolt and ran over to Grandpa Max to see if he was alright.

"I'm fine Ben but lets switch roles you fight Zombozo Ill work on freeing them." answered Max with a nod of understanding from Frankenstrike.

Zombozo rose back up thanks to the plug attached to his back (like in his first appearance when he fought Ghostfreak) with a scowl on his face

"First you're a ghost now you're a Frankenstein! You're really starting to make me angry!" warned Zombozo.

"Well you've made me furious!" yelled Frankenstrike as he fired lightning bolt after lightning bolt at Zombozo. He countered with his energy shield which absorbed the blow. Zombozo dissipated it and fired a plasma ball at Frankenstrike but when it hit the blast didn't hurt him but was absorbed by him.

Frankenstrike was now emanating blue electricity off of his body.

"Oh yeah that hits the spot!" exclaimed Frankenstrike as he began stomping towards Zombozo. Zombozo had a look of fear on his face at that. He threw plasma ball after plasma ball at Frankenstrike only to continue to give him more and more power.

"why isn't this working!" panicked Zombozo.

"Because I'm a conductor." said Frankenstrike as he got up to Zombozo who pulled back in fear. Frankenstrike's target wasn't Zombozo but his cord to the Psyclown 2.0 which was giving him his power. Frankenstrike slammed his fist down upon the tube cutting it and stripping Zombozo of his energy.

"No my power! You'll pay for that kid!" threatened Zombozo.

Zombozo tried to throw a punch at Frankenstrike but when it hit it did nothing against Frankenstrike's enormous muscular body. Frankenstrike then electrified his body electrocuting Zombozo into unconsciousness

"Ahhhhhhh!" cried Zombozo before passing out upon the ground.

Frankenstrike stood above Zombozo's limp form. He really wanted to punch him more but knew that he won and Zombozo was down for the count. Frankenstrike walked away towards the Psyclown 2.0. He began charging up all of his energy and unleashed it all in one big blast upon the Psyclown destroying it in an explosion. Like the first time it exploded everyone's souls flew out and returned to their bodies including the heroes.

Frankenstrike then went over to help Grandpa Max free everyone. They cut the chain holding them and the pot of acid up but Frankenstrike grabbed the chain preventing it from unleashing the acid upon them as Grandpa Max pulled them out from underneath it. Frankenstrike then lowered the cauldron slowly so as to not spill it. Once he set it upon the ground he and Grandpa freed the other hostages and called the police over to collect the freaks and their leader.

The heroes began to wake up of course confused since they were unconscious when they had their souls stolen.

"Ugh what happened?" groaned Ladybug as she stood.

Lucky Girl and Cat Noir also rose but Lucky Girl spoke first "I think I know." "So what happened then?" asked Cat Noir

"Zombozo stole your happiness or I guess your souls." answered Frankenstrike as he stomped over to them.

Ladybug and Cat Noir got defensive at first until they realized who it is.

"Wait so if he stole our souls how are we standing here?" asked Ladybug

Frankenstrike pointed to the redestroyed Psyclown and said "smashed the soul stealing machine."

Ladybug accepted that answer as she then noticed Max standing next to Frankenstrike but couldn't make out who he is since most of his mask was still intact.

"Uh who is this?" asked Ladybug

"Oh uh this is uh." Lucky Girl and Frankenstrike both tried to come up with an answer to that question but none knew what to say.

"Just call me the plumber for now." Max said

Ladybug and Cat Noir burst out laughing at that.

"You mean you fix toilets!" bawled Cat Noir

"Yeah sure" said Max understanding their humor but also sick of people laughing at that.

"Just a codename kid not an actual plumber." clarified Max

Ladybug and Cat Noir stopped laughing as the police stormed the tent to arrest the clowns and help the hostages home.

"That's our cue to leave." said Frankenstrike

"Pound it?" suggested Cat Noir and Ladybug holding out their fists for their team fist bump

Frankenstrike grinned and put his fist in along with Lucky Girl and Max.

"Pound it!" they all said as they then parted ways as Zombozo and his freaks were arrested.

* * *

**Later that night in a jail cell**

Zombozo was outfitted in a prison uniform along with all the other freaks in individual cells. He was pacing back and forth thinking to himself how he could have failed after he had spent so much time working on the improved Psyclown

Zombozo pulled off his clown nose which the police hadn't confiscated since they tough it was his actual nose.

Zombozo's face grew with rage as he punched the wall of his cell shouting and cursing with rage. His rage however also attracted a certain purple butterfly to his cell...

**To Be Continued...**

* * *

**That is a rap on part 2 of 3. Thank you all for reading. This chapter was a lot of fun to write especially since it was all 100% original story line and not from an episode. Also please review. Let's set a goal of 50 reviews, 60 favs and 70 follows (reviews wanted most and please do not use a guest account because I cannot respond to those). The final part of the Clown's Madness (which is what I am dubbing this mini series in my story) should release next weekend so mark your calendars people. Thanks for reading and I'll see you all again next time.**

**-Avenger2003**


	11. Clown's Madness Part 3

Marinette fell down into bed. She was exhausted from having her soul drained from out of her and she needed a good rest.

Tikki was also drained from the soul sucking of Zombozo. Apparently it also affects Kwamis

"Night Tikki." yawned Marinette as she lay in bed.

"Good Night Marinette." said Tikki as she lay in her hidden bed Marinette made for her.

The two of them dozed off unaware of what was happening elsewhere.

**At the Agreste Mansion...**

As soon as he got home Cat Noir leapt through his window and passed out on his bed dropping his transformation. Plagg yawned and went to sleep in his camembert cabinet.

Both of them fell asleep nearly instantaneously also unaware of what was going on across Paris

**The Rustbucket**

When they had gotten back from Ozobmoz's circus Ben and Grandpa had let Gwen sleep to recover her strength from having her soul stolen.

They themselves were going to hit the hay as well when they heard screaming coming from outside.

Ben and Max both looked out the windows to see people running and shouting in fear of something. What they saw made their mouth's drop.

It was a giant balloon version of Zombozo! He was now all translucent red except his clown nose which was now purple. He was strotting or floating after the people with his butt aimed at them.

"Now don't be afraid it'll make you happy!" said the balloon Zombozo

Balloon Zombozo squeezed his nose and out came a pink gas cloud that covered the people like a storm. After the gas disappeared the people looked unfazed but after a few moments however they began convulsing in helpless laughter unable to stop themselves.

"Ahhhh music to my ears." said Zombozo as he glowed green for a moment as he grew larger and larger until he had nearly doubled his size to that of a building!

Zombozo floated down the street to look for more victims whilst laughing himself.

"Oh man." was all Ben had to say knowing what would have to happen next.

* * *

Adrien tossed and turned in bed. The constant noise coming from out across the street was frustrating him since he was mentally and physically exhausted from getting his soul drained.

He covered his ears with his pillow when his brain finally turned back on. These people were screaming and laughing! Adrien groggily got up and looked out his window to see a giant balloon clown farting at people he was chasing turning them into laugh zombies.

"I couldn't get one day of rest could I" groaned Adrien as he went to wake Plagg

Adrien opened the camembert cupboard to find Plagg sleeping on a pile of his precious cheese. He picked Plagg up and shook him awake whilst saying "Plagg. Plagg wake up."

Plagg opened his eyes and yawned. "Ugh kid gimme five more centuries."

"Plagg there's an akuma!" whisper yelled Adrien.

"No can do kid. I need to recharge my batteries. Maybe in the morning we can deal with it." yawned Plagg before going through Adrien's hand and back onto his pile of cheese.

Adrien ignored Plagg's laziness and exhaustion and said "Plagg Claws Out!" sucking Plagg into his ring and transformed him into Cat Noir.

"hah yes knew Plagg cou- _ beep beep_" went Cat Noir's ring despite just now transforming.

"What I just transformed! Claws in" said Cat Noir turning back into Adrien.

An angry, grumpy, hungry, Plagg floated up to face him.

"I told you I need to recharge my batteries!" whisper yelled Plagg

"Ok here have some more cheese." said Adrien whilst grabbing some camembert from the cabinet. He gave the cheese to Plagg (who ate it in one bite). Before he could call out the transformation phrase Plagg stopped him

"Woah kid I can't transform right now. Getting your soul stolen really makes me so tired, not even cheese can fix it." Plagg said as he went to grab more cheese.

"But Plagg Paris is in danger I can't just do nothing!" said Adrien

"Ok if I may have a solution." said Plagg. He then continued "If I eat this entire wheel of cheese then I may have enough energy to keep the transformation sustained but if you use cataclysm then It'll probably cause an instant transformation back in yourself."

"Yeah but there's one problem with your plan Plagg. How are you going to eat the whole wheel of cheese!" whisper exclaimed Adrien.

"simple kid. Us kwami's instantly convert what we eat into pure energy to fuel us. Unlike you humans who gotta use toilets ugh." answered Plagg disgusted

"However there is one good thing about being drained of energy! I get to eat so much camembert!" exclaimed Plagg forgetting to whisper

"Plagg keep it down. Do you want to wake my father." said Adrien

"Right sorry. Well better get started eating" said Plagg as he began to eat the whole wheel.

"This is going to take awhile." groaned Adrien knowing Plagg at his current rate of eating would finish in about 5 minutes which gives the akuma five minutes to wreck Paris and Ladybug alone to fight it! Well and Lucky Girl and the alien guy unless they were dealing with the same predicament.

* * *

**Marinette's room**

Marinette was sleeping harder than she had ever slept. Of course after about five minutes of hearing screaming and laughter it would kinda wake one up.

"Ugh mom turn off the TV" groaned Marinette with no response.

After about another minute later with the laughter and screams still coming in her brain had finally turned back on. She shot out of bed and stumbled towards Tikki

She found her in her little secret bed and shook her awake.

"Ugh Marinette just a few more minutes." groaned Tikki

"I'm sorry Tikki but there's no time! I think there is an akuma out on a rampage." said Marinette

Tikki slowly floated out of her bed and then said "Marinette I can't transform you right now I'm too tired from getting my soul stolen." yawned Tikki

"But Tikki what should we do then! How will we save Paris!" exclaimed Marinette earning a SHUSH from Tikki

"Right sorry but what are we going to do?" asked Marinette.

"I might be able to transform you if I eat a lot of food but if you use lucky charm it may instantly end your transformation." answered Tikki

"So if I feed you a lot of sweets then we can transform but I won't be able to use my lucky charm?" asked Marinette just to confirm what she had heard. She got a nod from Tikki in response.

"Alright I'll sneak down to the kitchen to get you your snacks Tikki." said Marinette as she opened up her trap door hoping her parents were still asleep.

* * *

Ben went chasing after balloon zombozo while Grandpa Max took care of Gwen whom was still exhausted and sleeping from getting her soul stolen.

Zombozo also continued to fart at people and make them into laughing machines. Ben dove under a public bench and activated the Omnitrix.

As the rhombus appeared he then though to himself "Who to choose?" Four Arms would just be punching a balloon, The farts he makes may be flammable so no Heatblast, Upgrade has no tech around except cars and the metro so that's out to. Just then it hit him. Diamondhead could pop him easily and isn't made of flesh but diamond so the gas shouldn't affect him.

Ben dialed up Diamondhead. "Its Hero Time." said Ben as he pushed down the dial beginning the transformation.

Of course Murphy's Law happened once again and he ended up with the wrong alien. Instead of Diamondhead Ben got Wildmutt. Wildmutt is a dog like alien with orange fur, no tail, and no eyes who sees with echolocation.

Wildmutt snarled at the Omnitrix in frustration after he leapt out from underneath the bench and began to pursue Zombozo.

Zombozo was continuing his fart attacks when he heard some snarls and growls. He rotated himself to see Wildmutt in pursuit of him.

"Ahhh wondering when you would show up! I've got a big one to release just for you!" said Zombozo as he aimed his rear end at Wildmutt. He fired the fart but Wildmutt leapt over the gas and slashed at Zombozo's arm cutting him.

Zombozo began to deflate "Hey cut that out!" he growled as the cut then resealed itself.

"Stupid mutt. You can't pop me like a regular balloon I am Zombloon!" boasted the now akuma named Zombloon.

If Wildmutt could speak he would've commented on ow terrible such a name is. Instead he snarled and leapt at Zombloon again this time for the leg. Zombloon's leg broke upon being cut but resealed itself like the last cut.

"Foolish child. You've already tried this what makes you think it would work!" boasted Zombloon.

Wildmutt however wasn't trying to defeat Zombloon, but buy the people time to escape whilst Zombloon was distracted.

Wildmutt decided to take another approach he sensed with his echolocation that Zombloon aimed his buttocks at him and was about to fire so he leapt onto a lampost and then leapt off of that onto a stone wall as he then clawed his way to the top as Zombloon cut the cheese on the street.

"Stay still!" demanded Zombloon. Wildmutt roared from atop the building and then leapt off of it and onto Zombloon's hat. The Hat was like another part of him it was attached to his head.

"Get off!" shouted Zombloon who tried to shake Wildmutt off with no success. His claws tore into the hat cutting it and a second later he lost his grip and was flung onto the street in front of Zombloon.

Zombloon grinned and re-aimed his butt at Wildmutt and prepared to fire but was hit in the gut with a projectile nocking him to the side causing his fart blast to hit a building instead.

"Hey put me back up!" demanded Zombloon as he tilted 90 degrees to his right. The projectile boomeranged back to its owner as he caught it in his hand. The projectile was a baton and the owner of said weapon was Cat Noir. He was standing on a rooftop of a building adjacent from the street they were fighting in (imagine where they fought Stormy Weather for the first time in the streets but without the ice)

"I am totally putting you on my list of top stupidest akumas" taunted Cat Noir.

"Stupid! Who you calling stupid you mangy alley cat!" yelled Zombloon as he rotated back up 90 degrees to his left and back to standing. Just as he got back up however he was hit in the head with a yoyo sending him back down to the ground with a shout of frustration.

The yoyo retracted back into Ladybug's hand as she landed on the same rooftop as Cat Noir. She rose up to stand beside Cat Noir and then asked "ANy idea where the akuma is kitty cat?"

"Nope bugaboo but you are looking wonderful tonight." said Cat Noir

Ladybug groaned at this "How many times do I have to tell you to stop calling me bugaboo!"

"You don't M'lady." answered Cat Noir earning another groan and a facepalm from Ladybug.

"Just follow my lead." she said as she leapt off the roof top and wrapped her yoyo all around Zombloon trapping him down before he could get up again.

"Hey NO FAIR!" boomed Zombloon. He then cringed as he began charging up a powerful toot. The sounds of such could be heard from his belly which sounded like he has an upset stomach.

"Cat Noir quick find his akuma I'm not sure how long I can hold this." warned Ladybug

"On it Bugaboo, I bet it's in his hat." replied Cat Noir.

Wildmutt had heard everything they had said and knew they were wrong since he had torn the hat before. So before Cat Noir could land on the hat Wildmutt tackled him off and tried to shake his head no it isn't the hat its in. However Vulpamancers were never good with communication.

"Hey get off!" said Cat Noir as he kicked Wildmutt off of himself and leapt back at the hat. Wildmutt internally groaned at that and tried tearing the shoes to see if the akuma was in there.

"Gotcha you nasty butterfly." said Cat Noir as he clawed Zombloon's top hat but nothing came out of it. The hat then resealed itself again and looked as if it had never been touched.

"Its not the hat!" Cat Noir shouted to Ladybug. Just then Zombloon's dam burst unleashing a sickening green cloud of his farts and propelling hit towards Ladybug. He collided with Ladybug and Wildmutt whilst laughing like a maniac and Cat Noir gripping onto the hat so as not to fall off.

He was farting like a rocket shoots fire from its engine and Ladybug and Wildmutt couldn't move due to the velocity keeping them restrained.

Ladybug and Cat Noir both screamed whilst Wildmutt was screaming internally.

Zombloon wasn't slowing down any time soon and was quickly approaching a building; so Ladybug knew she had to do something. She reached for her yoyo and tried to toss it out to act as a barrier but it just trailed behind them bouncing off the ground.

They collided with the building squishing Ladybug and Wildmutt between it and Cat Noir was thrown off of the hat and through a window landing in someone's living room.

Zombloon however had released too much gas and looked like a deflated whoopee cushion as he curled up into a large pile that Ladybug and Wildmutt fell onto. Ladybug was unconscious but Wildmutt was just stunned instead because his skull was stronger.

Wildmutt climbed off of the pile. Zombloon had begun to re-inflate himself "Gimme a moment and you'll all be destroyed in a moment and your miraculouses will belong to some grouch who gave me superpowers."

Ladybug rolled off of Zombloon's re-inflated gut. Cat Noir had gotten up and reached the edge of the window he fell through. When he saw Zombloon he knew where the akuma is. Cat Noir knew it was in his nose because it's the only part of him that doesn't look droopy or deflated.

Wildmutt crawled over to Ladybug and roared in her face. Her eyes shot open instantly and she screamed punching Wildmutt in the face.

Wildmutt backed off after that and tried to communicate with his snarls and growls.

"Agh my head." moaned Ladybug.

"Ladybug the akuma's in his nose!" shouted Cat Noir as leapt off the edge to try and swipe it but Zombloon arched back and bounced him off of his gut and onto the ground.

It took a mont to process in Ladybug's head but she then snapped back to reality. She stood and threw her yoyo at Zombloon's nose.

"Ow!" said Zombloon as his nose was knocked off. "My nose!" he shouted. His nose had begun rolling down the street right towards the sewers! Zombloon tried to retrieve it but tripped on his currently re-inflating body.

Wildmutt charged towards the nose. He grabbed it in his mouth before it reached the sewer grate. He then ran back towards Ladybug with the nose in mouth. Wildmutt dropped the ball in front of her.

Ladybug picked up the ball and said "Thanks Doggy." whilst rubbing his head. Wildmutt didn't like it and backed away with a growl.

"My nose give it back!" yelled Zombloon who was nearly re-inflated by now. He began trotting over to Ladybug only to get slashed by Cat Noir cutting a hole in him which slowed down the re-inflation process.

"Hurry destroy it! I can't keep this up forever!" warned Cat Noir.

"Already on it kitty." answered Ladybug as she ripped the nose in half and out fluttered a purple butterfly.

(One de-evilising process later)

Zombloon glowed purple until he was back as the wither husk of a clown. He tried to run away but was tackled by Wildmutt.

"Agh get off of me you darn monster dog!" demanded Zombozo. Wildmutt kept him restrained on the ground.

"Um Ladybug shouldn't you use miraculous ladybug now?" asked Cat Noir

"I know but I haven't used my lucky charm and I don't know how to do it without it." answered Ladybug

"And you can't use you power or you'll instantly return back into yourself." said Cat Noir for Ladybug

"Yeah how'd you know?" asked Ladybug

"I'm in the same situation." answered Cat Noir

"Well I guess I'll have to use it as quick as possible once I get home and hope it'll last long enough to work." said Ladybug as she through her yoyo.

"Bug out." said Ladybug as she swung off.

"I hope it works." said Cat Noir as the cops pulled up to return Zombozo to jail.

* * *

Ladybug landed on her rooftop. "Ok here goes nothing." she said to herself.

"Lucky Charm!" she shouted. What fell into her hands was a badge of some sort. It had a white hourglass symbol on it and was surrounded but a ladybug patterned rim.

"Strange" thought Ladybug to herself suddenly her earrings began to beep rapidly, much faster than usual. She realized each beep signified a second so without time to lose she tossed up the badge into the air shouting "Miraculous Ladybug!" as fast as she could.

The swarm of ladybugs appeared right as her transformation dropped and Tikki came out of her earrings.

Tikki fell into Marinette's hands. "Oh I'm so sorry Tikki. I know you told me not to but I wasn't sure how else to fix all the damage." pleaded Marinette

"Its ok Marinette _cough cough_ You did what was best _cough cough_" replied Tikki

"Oh no Tikki are you sick again?" asked Marinette

"Probably." answered Tikki coughing again.

"First thing tomorrow I'll take you to Master Fu to heal you." said Marinette.

"Thank you Marinette." said Tikki as she fell asleep in Marinette's hands.

* * *

**Ok The final part of the Clown's Madness is done. So now I will probably do glaciator in the next chapter. So as for the goals I set we have reached the reviews one in fact exceeded it. As for favs and follows We are at exactly 70 as of this chapter so that goal has been achieved. Favs is nearly at 60 with currently 58 so lets get that up. As always thanks for reading and I'll see you all next chapter**

**P.S The normal weekly updating should resume unless school interferes with it**


	12. Chapter 12

Gwen was excited for tonight. She and her friends were all going to search for André's Ice Cream stand which constantly rotates locations around Paris. Gwen had managed to persuade Ben into coming with her after much badgering and had finally got him to cave but he said he was only going to make sure she would be alright after getting her soul stolen again by Zombozo.

She was currently getting ready to got while Ben was taking a shower (One she forced him to take) when she felt her phone ring in her pocket. Gwen grabbed her phone and looked at the caller id. It was Alya and she answered as soon as she saw the id.

"Hello" said Gwen as she moved the phone up to her ear.

"Hey Gwen just checking in to make sure you and Ben are still up for coming today." said Alya.

"Yup me and Ben are currently getting ready and will be meeting you guys at the Arc de triomphe." answered Gwen

"K see you two there." said Alya as she then ended the call.

Gwen put her phone back into her pocket and then went to check up on Ben. She knocked on the shower door and said "Hey Doofus you done yet cause we got to leave in a few minutes!"

"Yeah yeah just getting out now!" she heard Ben say back

A moment Later Ben stepped out in his usual clothing and wet hair.

"You didn't really shower did you." said Gwen

"What? Why would you think that you can clearly see that my hair is wet." defended Ben

"Yeah but your clothes aren't even a drop wet or clinging to your skin like wet clothing would do." answered Gwen

"Ugh Gwen I told you I don't need a shower yet." groaned Ben

While it is true Ben has started taking showers more often than he did when he was ten. In Gwen's eyes one most always keep clean constantly especially in public.

"Ben get back in there and take a real shower." ordered Gwen.

"If I shower then there won't be enough time to get to the arc before 6:00" answered Ben

"Yeah I'm willing to be a little late." answered Gwen

"Nope see you there Dweeb." said Ben rushing out of the rustbucket. Leaving Gwen fuming in frustration. She groaned and followed Ben out of the Rustbucket hoping no one would complain about Ben not showering.

* * *

When Ben and Gwen got to the Arc they saw Alya, Nino, Ivan, and Mylene greeting Marinette whom must have also just arrived.

"Ben dude what's up!" said Nino Greeting Ben. The two did a high five.

Gwen came up shortly and was greeted by everyone else. Gwen noticed someone was missing.

"So we're just waiting on Adrien then." said Gwen. When she said this everyone's face tightened and looked like there was something she didn't know.

"What aren't you telling me." asked Gwen

"...Nino just got a text. Adrien's dad isn't letting him out of the house again." answered Alya disappointed. Everyone else shared that sorrow but quickly perked up once Nino butted into the conversation saying he and Ben had found a photo of Andre at the Pont Des Arts bridge taken a few minutes ago.

"Great let's get going everyone." said Gwen as she ran off towards the bridge followed by everyone else except a saddened Marinette.

"Come on Marinette." said Alya grabbing her hand pulling her along

"Yeah awesome." replied Marinette still kinda downed that Adrien isn't here.

**Time Skip to about 5-10 minutes later**

The group of friends arrived at the Pont Des Arts bridge to find Andre the ice cream maker singing and giving out ice cream like he usually does.

"Hey, he's here!" said Nino

**"**Let's go!" said Alya

"Pistachio, vanilla, and strawberry! For lovebirds from Italy." said Andre giving a couple their ice cream

"Merci, André!" thanked the couple as they left.

**"**You're welcome, my friends. Enjoy André's ice-cream. May love never end!" farewelled Andre.

Mylene and Ivan were next in line for Andre's ice cream. "Bonjour, André." greeted Mylene.

"Striking young Ivan and dear sweet Mylène! If you aren't still the cutest lovebirds I've seen!" greeted back Andre as he (coops up an ice-cream for them. "Chocolate, praline, and white nougat for you! A special concoction to keep your love true!" says Andre as he hands them their ice cream.

Nino and Alya were the next ones in line and they caught Andre's attention "Ah, these two I've never seen. This your first time here with me?" asked Andre

"Yeah!" was their response as Andre gave them their ice cream and sent them on their way. After them was Gwen and Ben.

"Ah you two I have not seen as well. You two do not look like you are from around here no?" asked Andre

"Yeah you're right." answered Gwen

"You two do not seem to be like a couple since you are not holding hands um... relatives then?" asked Andre.

'Yeah right again." added Gwen

"Alright and I think I know just the ice creams for you." said Andre

"Blackberry for his hair and white coconut for his skin with a hint of hard candy for his personality." (may be hard to guess based off of the vague description but I am trying to make Kevin out of this.) said Andre handing the cone to Gwen who thanked him and went to sit by Marinette on a bench.

Next it was Ben. Andre however made no move just stared at Ben.

"Uh is everything ok?" asked Ben getting kinda uncomfortable with the way Andre was watching him.

"Yes yes everything is fine. Its just you are hard to decipher. Almost like you have a big secret that is making it difficult for me to see your true love." answered Andre.

"Secret. Hah you got it all wrong sir I don't have any mind blowing secrets or anything." said Ben starting to internally panic.

"Well of course you do everyone has secrets but don't worry I am not interested in your private life. Only as to why I cannot see your true love." said Andre

Ben calmed a little but panicked again once Andre saw the Omnitrix.

"Hmmm interesting watch you have." said Andre

"Huh oh yeah pretty cool got it in uh Japan." Lied Ben

"Intriguing I have never met anyone from Japan and it would be wonderful if I could cross giving ice cream to the Japanese off my bucket list." said Andre

"Giving Ice Cream to the Japanese is on your bucket list?" said Ben now just really confused.

"Of course before I die my goal is to bring together as many lovers as possible. I have never done so with anyone Japanese so that would be an achievement for any Parisian Ice Cream Maker." explained Andre

Ben still didn't really get it but also did not want to get into the guys personal life.

"So will you introduce me to someone Japanese?" asked Andre

"Oh uh no sorry I never got to know anyone over there." said Ben

"Oh well. You may have a flavor of your choosing then." sighed Andre in disappointment.

Ben looked at the flavors and decided "Blue Moon please." answered Ben

"Ah yes imported from Wisconsin very special never tasted any ice cream like it before. Will that be one scoop or two?" asked Andre

"Just one is fine." replied Ben

Ben got his ice cream and sat by Gwen as they began to chat. Now it is Marinette's turn but she was just sitting on the bench next to Gwen.

"And how about this young miss? The pretty one who sighs. I have a flavor just for her! It's sure to make her smile!" boomed Andre now back into the ice cream making spirit.

"Uh... Me?" stuttered Marinette in surprise.

"What's your name, dear?" says Andre as he brings Marinette over to his stand.

"Marinette." answers Marinette.

Andre then began to work in his natural frenzy "Peach pink like his lips and mint like his eyes. Eat this, my dear, and your love will materialize!" he says as he hands the cone to Marinette.

"Uh...um. No! I- There's been a mistake! I'm not in love with anyone. And I think I just lost my appetite." said Marinette now feeling bummed since the ice cream looked like it matches Adrien. She gave the cone back to Andre

"Why of course you are, my little one. When there's love burning in one's heart, André knows it from the start. Enjoy your ice-cream, Marinette. I know he'll be here." said Andre giving it back to her.

Marinette stares at her ice-cream with a sad look on her face.

"Green eyes like mint... Who could that possibly be?" wondered Ivan out loud.

"Thank you, but you've got it all wrong. I don't have a- " Marinette stopped at hearing a sudden whistle. She turns her head and sees someone walking who has the same clothing as Adrien "Adrien?" said Marinette but it turns out to be a stranger. She sighs.

"Hey! says the guy who was whistling to the guy with similar clothing to Adrien as he accidentally bumps onto Marinette and causes her to drop her ice-cream "You finally made it! That's great!"

Andre gasps "André's ice-cream has always melted hearts. But the magic will only work if you eat it! I'll make you another one."

"Thanks, but it's really not necessary. said Marinette pitifully.

Andre offers her another cone shows. "Yes it is, my dear. See here? My ice-cream has brought everyone together. Every famous loving couple in Paris! Edith and Marcel, John and Serge, Olive and Tom! Your loved one is out there! Somewhere! All you need is to believe in the magic of André's ice-cream!" Andre explains without scientific evidence.

"You're very nice, André. But I don't have a loved one." says Marinette in her own self pity

"Who has green eyes? You think we know him?" said Ivan continuing to be stupidly oblivious.

Marinette began to lose her cool "Lay off, Ivan. There's no one, okay? And I don't think there's something magical about your ice-cream. It's just... ice-cream."

Everyone then watches as Marinette sadly walks away

Nino tries to take the ice-cream, but Alya pulls him away with him complaining as Ivan quickly finishes his own. Everyone then went after Marinette leaving Andre alone.

"But André's ice-cream always melts people's hearts and has never failed to match someone. At least, it used to." said Andre now beginning to cry as a purple butterfly went towards his ice cream scooper.

* * *

The group of friends had agreed to call it a night since Marinette had kinda ruined the mood causing her to feel guilty. So everyone went home including Ben and Gwen back to the Rustbucket.

Ben and Gwen walked back through the doors of the Rustbucket to be greetd by Grandpa Max

"Well you kids are back earlier then I expected" said Max

"Yeah the night kinda got dramatic and confusing." said Ben as he went to his bunk and opened up Sumo Slammers and began to play.

"Gwen what does Ben mean on this?" asked Grandpa Max

Gwen explained what happened to Grandpa Max who was understanding of Ben's predicament knowing he wouldn't wnat to expose the Omnitrix. The Marinette part however is what he had trouble understanding.

"So why was Marinette so upset then?" asked Max

"Um well she was hoping her crush would show up but he didn't so she got really bummed since she was really hoping to share this apparently magic love ice cream with him here in Paris." answered Gwen

"Right now I understand relationship drama." said Max

Gwen was about to explain that she wasn't actually dating anyone but Ben butted in.

"So she does have a crush on Adrien." interrupted Ben

"What Doofus ever hear of privacy!" exclaimed Gwen

"Um we live in an RV hard to get a lot of privacy around here. That and you weren't whispering." replied Ben

Gwen wanted to form a rebuttal against that but realized Ben actually made a pretty good point for once. But then she realized something

"Wait. Back up a minute. How do you know of Marinette's crush?" asked Gwen

"Well it isn't much of secret how weird she acts around him. That and she acts normal around everyone but him so I picked up that something was going on with her and Adrien. So when you mentioned crush the only person it could be is Adrien." explained Ben

Gwen was shocked. She hadn't realized Ben was so good at adding up clues and what not.

Before this conversation could continue they heard a thump. Followed by another. and then some singing.

"I'm Glaciator, the mean ice-cream man. Escape my fury if you can! I melt your hearts, but I was wrong, now I'll freeze your bodies so long! " boomed the singer.

Ben and Gwen rushed to the Rustbucket's windows to see a giant man made of Ice Cream attacking Paris and ice creamating the people.

"You don't think that that is-" Gwen began "Andre!" finished Ben.

Max came up behind them and saw what they were talking about.

"Looks like I need to come out of retirement again." said Max

* * *

Glaciator was stomping down the streets firing ice cream globs down upon random civilians all whilst singing his stupid song.

Cat Noir landed onto the streets and taunted "Hey, Snow Dude, you lookin' for me?"

**"**Bad kitty! Where have you hidden Marinette?" growled Glaciator as he fires ice-cream at Cat Noir, but he dodges. He runs, but Glaciator kicks a car that hits Cat Noir, sending him flying. Ladybug swoops in, quickly makes a net with her yoyo, catching Cat Noir

"Hello, Kitty. Did the bad guys leave you cold?" Ladybug says

"How was your amazing evening with your "friends"?" sarcastically spoke Cat Noir.

Ladybug looks confused at Cat Noir for a moment. But she gasps when she hears Glaciator yell " I've never tasted superhero flavor before. I can't wait to serve myself a double scoop!"

Glaciator resumes his ice cream fire upon the people freezing them. Ladybug and Cat Noir began saving as many people from his ice cream blasts as they can. They then duck behind a corner to replan their attack.

"Come out now, or I'll bury Paris in an entire layer of ice-cream!" demands Glaciator.

"The ice-cream seems to fire out of his hand, and before André was akumatized, he served his ice-cream using a-a whatcha-ma-call-it!" said Ladybug

"The whatcha-ma-call-it's called an ice-cream scooper. That must be where he's hiding the akuma." said Cat Noir

"It's been a ball, but now it's time to turn you into popsicles! Once and for all! (" booms Glaciator as he discovers Ladybug and Cat Noir's position. Ladybug and Cat Noir flee to the rooftops as Glaciator tries freezing them. Glaciator is then about to freeze a couple, but he hesitates and doesn't do it.

**"T**hat's weird. It looks like he's leaving the couples alone." says Ladybug

**"**Too bad for us." grumbles Cat Noir

"You don't understand. We know he doesn't attack couples so we could pretend—"

"That plan sounds lame." said a familiar voice. Ladybug and Cat Noir looked behind them to see Lucky Girl levitating herself and Heatblast on a mana platform up to the same rooftop.

When they landed on the rooftop Lucky Girl disbanded the platform and slapped Heatblast on the back of the head.

"Ow! What was that for!" complained Heatblast

"For being rude." answered Lucky Girl

Heatblast was going to argue back but Ladybug spoke up first. "We don't have time to argue we need a plan now and I'm not hearing any other ideas!"

"I got a simple one. I melt that thing." answered Heatblast

"How do you even know if you can do that?" asked Ladybug still preferring her idea.

"Cause I've never met something I couldn't melt!" answered Heatblast. He launched himself off of he rooftop like a rocket and straight into Glaciator's gut.

Everyone watched in suspense waiting to see what would happen. After a moment Glaciator began to seem shorter and more liquid. It was then that everyone realized he was melting.

"What no! Stop! I must be COLD!" cried Glaciator as all of the ice cream melted off of him and all that was left was a fat man laying on the ground with an ice cream scooper in hand.

"Too easy." said Heatblast rising from the melted Ice cream.

Just then Andre got up and said "Indeed which is why you haven't won yet!" the Ice Cream then began to refreeze itself and swarm back around Andre turning him back into Glaciator. He moved his giant fist up preparing to slam it onto Heatblast

"Ow man." groaned Heatblast. He shielded his face expecting the fist to hit but felt nothing.

Heatblast uncovered his face to see that the former fist was now a pile of melted goop.

"Hah you can't touch me you ice cream abomination!" boasted Heatblast.

Glaciator growled at this. The heroes on the roof were surprised except Lucky Girl who was embarrassed at Heatblast's childish boasting and recklessness.

"Abomination! How dare you!" Glaciator became enraged at this and fired ice cream after ice cream blasts at Heatblast. despite this Heatblast just stood his ground as the ice cream melted off of him.

Ladybug knew to take advantage of this distraction. She knew the akuma is in the ice cream scooper just not how to get it. Then it hit her. She can't get to it not without a little help from "Lucky Charm!" shouted Ladybug activating her special power. what fell into her hands was a magnet.

"A magnet?" said Ladybug

"Oh great are we going to attract him with your magnetic personality?" punned Cat Noir sarcastically and still in his mood. Ladybug decided to ask him about it later. She then looked for what to use the magnet for. That was when she remembered Andre's ice cream scooper is made of metal.

"I know what to do. But I'll need everyone's help." said Ladybug as she explained her plan to Lucky Girl and Cat Noir.

* * *

Heatblast was getting bored. All that was happening was ice cream comes down on him, melts, goes back into the ice cream monster, and hits him again. eventually the hits stopped.

Heatblast looked up and said "You done yet?"

"Just _pant pant _catching_ pant_ my breath." replied Glaciator as he began pounding Heatblast again.

"Alright I'm done with this!" yelled Heatblast getting infuriated at this. He began to burn more brightly and the ice cream began to melt faster than before.

"Heatblast melt him again!" shouted Ladybug as she landed on the sidewalk.

"But he'll just reform again!" replied Heatblast

"Just do it! Trust me!" said Ladybug

Heatblast took a deep breath and leapt back into Glaciator's gut.

"Not again get out!" demanded Glaciator. Heatblast did not and Glaciator began to melt again.

After a few seconds he completely melted again leaving just Andre and his scooper.

"Fool! I will just reform again!" taunted Andre. Before he could reform his ice cream body he felt arms restrain him. To his left was Cat Noir and right was Lucky Girl. Each of them taking one side of him and preventing him from moving.

"Argh! Let me go you love hating villains!" demanded Andre

"You have really got it mixed up here pal." said Cat Noir

Andre felt a tugging on his hand. It was the hand with his scooper in it. He felt it harder and harder to hold onto until suddenly it was pulled from his grip onto the magnet in Ladybug's hands.

"Nooooooooooo!" cried Andre now knowing it was game over for him. Ladybug broke the scooper and caught the akuma in her magic yoyo.

"Bye bye little butterfly." said Ladybug as she released the little white moth.

Ladybug threw her yoyo up into the air shouting her signature "Miraculous Ladybug!" summoning a swarm of Ladybugs that somehow fix everything.

Andre reverted back into his normal happy self and commented on how Ladybug and Cat Noir make a good couple. He was then let on his merry way to return to selling ice cream.

Cat Noir was going to leave but Ladybug grabbed his wrist before he could. "We need to talk. Maybe at the place you wanted to show me earlier?" suggested Ladybug. Cat Noir grew a smile on his face at that as they went to the romantic rooftop he wanted to show her earlier but had taken Marinette to instead.

* * *

Ben and Gwen walked back to the Rustbucket. They opened the front door to find Grandpa Max waiting for them at the table.

"Ah good you're both back safe and sound." said Grandpa Max squeezing them into a big hug.

"Can't breath." said Ben being suffocated. Max released them after Ben said this.

"You did a good job keeping people away from the fight Grandpa." said Gwen

"Thank you Gwen. I would have much rather helped you two take down the super-villain. I just don't want the fame and glory of being a super hero so I help as a regular old man getting people to safety." said Grandpa Max.

"And thats fine Grandpa." said Ben.

* * *

**So I added that last bit to sorta explain why I won't always have Grandpa Max appearing as the plumber every time there is an akuma attack. I just don't want him to be always there you know like he isn't a superhero and this is a superhero story so I feel he's more of a side character that doesn't always appear. Anyways thanks for reading please fav, follow, and review (****especially review I really want feedback).**


	13. Chapter 13

It was finally the night. The night Gwen, Marinette, and Alya are having their sleepover at Alya's home (which is an apartment). Alya was currently putting her younger sisters to bed whilst Gwen and Marinette set up a movie and got orange juice.

Alya came out of her sisters bedroom and joined Gwen on the couch whilst Marinette got out some plates and spoons.

"You seriously have a technique down with your little sisters. But...uh, who are the Sapa...Sapo...?" asked Marinette from the kitchen area.

**"**The Sapotis? They're little monsters from a créole fable...who are always pulling pranks and making all sorts of mischief." Alya answered walking over to Marinette.

Marinette takes a tray with two slices of cantaloupe out of the refrigerator before Alya says "Now that the three of us are all alone I can finally tell you."

Alys pulls out her phone and says "Apparently Ladybug has been around at least since the pharaohs. But no way can the Ladybug we know can be five thousand years old! So, I downloaded a great app that analyzed some recordings I had of her talking. Based on the frequencies of her voice, it turns out she's a girl our age!"

Marinette grunts nervously, then looks away from Alya's phone To see Gwen coming over to them

"Alya I thought you put your sisters to sleep." says Gwen

"I did." answered Alya

"Then why did they just steal the orange juice and rush back to bed?" said Gwen. They then hear Ella and Etta chuckling.

Alya looks over the couch to see that the pitcher of orange juice has been completely emptied. She groans. Alya then puts the two of them back to sleep with them blaming the Sapotis for stealing the orange juice. After that she leaves.

"What were we saying again?" asks Alya

Marinette sets the tray of cantaloupe on the coffee table, then runs over to the TV and picks up some DVD cases

"Uhh...we were about to watch a movie!" she chuckles and grins as she holds out three movie cases, but then notices that she's showing a DVD of a Ladybug anime; so she switches it to show some other movie before chuckling again.

"Oh, yeah! Ladybug! She's like, a high school girl. So to figure out who she really is, all we need to do is to find a girl our age who's always late to—"  
Gwen interrupts Alya

"Don't you think there's a reason why she keeps her identity a secret? I mean haven't you seen superhero movies or read the comics? They keep a secret identity to protect their family." said Gwen

Everyone gasps when they hear Ella and Etta chuckling again. They look to see that the two pieces of cantaloupe have been eaten. Alya groans a second time.

* * *

After giving her sisters a scolding and threat Alya then leaves them to go to sleep in their bedroom and returns back to the the kitchen area where Marinette was washing her hands and Gwen was looking for something else to eat in the fridge.

"So Gwen can you repeat that" asked Alya

Gwen repeats the whole secret identity for a superhero thing but gets interrupted by Alya's sisters again. The two toddlers were watching the dog movie on the TV. This time though Alya was fuming at them as she stomped in front of the TV.

Alya then tosses them back into bed and takes away their amusement park trip for the next day causing them to cry in bed.

Alya comes back after that drama and explains "Well, if I knew who Ladybug really was, I'd keep it a secret. I would even help her! Like say, if you were Ladybug, I'd cover for you — when you needed to transform in school, go fight the "baddies", you know?"

"Yeah but the less people who know the better." replied Gwen

"You serious? If I was Ladybug, I'd totally tell you! Because I tell my best friends everything." said Alya

Marinette then joins the conversation "You're right, Alya. You should always tell your best friends everything. So come on. Spill the beans. Are you actually Ladybug?

**"**Right. Like I'm telling you. Nuh-uh." The three friends laugh at this.

They then begin to watch the Dog movie when suddenly they hear laughter coming from Ella and Etta's room.

"That's it! I've totally had it with these kids!" yells Alya as she marches over to the twins' room and slams open the door saying "Don't even try to blame this on the... Sapotis?" Upon opening the door Alya could see that her sisters were now actual Sapotis thanks to the power of an akuma.

The two then leapt out of the bedroom and began eating all of Gwen and Marinette's snacks.

"Maybe you were a little too strict with them." says Marinette standing on the couch to avoid the Sapotis.

"She should have just glued them to their beds." said Gwen as sorta a joke.

The Sapotis suddenly multiply themselves and start to cause chaos in the room.

**"**Normally when you're firm with kids they don't turn into monsters!" exclaims Alya from beneath the kitchen table.  
Alya then notices that one of the Sapotis is drinking from the fish tank. She tries to catch it but it leaps away. More Sapotis appear out of the fridge and make an even bigger mess in the apartment.

"They're multiplying after they eat!" exclaims Marinette. She ducks down when a book flies toward her head with an "Aah!"

"Window!" says one of the Sapotis

"Gwen, the window! We can't let them out!" says Alya now wearing a pot on her head. Gwen gasps, and tries to catch one of the Sapotis, but without her magic to trap them it was hopeless. It and all but two of the clones escape from the apartment.

"Marinette, take care of these two! We've gotta bring them back!" says Alya as she rushes out to the street to catch the others only to find them gain the world record for worlds fastest made chaos.

The two remaining Sapotis leap from the apartment balcony followed by Marinette.

"Marinette I gotta go make sure my family is ok and that those Red Devils haven't gotten to the Rustbucket yet." says Gwen rushing out of the apartment and slamming the door behind her.

"Tikki flies from Marinette into view next to her on the balcony."

**"**Time to transform!" said Marinette

"Tikki, spots on! Ha!" she says as she begins transforming into Ladybug.

* * *

Ben was fiddling with the Omnitrix hoping to unlock a new alien and Grandpa Max was had the radio on listening to local French music. His music was interrupted by a breaking news alert catching his attention

"This alert goes out to everyone in Paris. The capitol is being overrun with red monsters, most likely akumas. Until the situation is resolved The Mayor advises all Parisians to flee and has declared a state of emergency." said the reporter through the radio

"Ben you hear that?" asked Grandpa Max turning around to find Ben not paying any attention at all and still fiddling with the Omnitrix.

"Ben!" Grandpa Max spoke up to catch Ben's attention. It did and Ben turned to him and asked "What?"

"Akumas you better transform. Also how many times do I have to tell you to stop messing around with the Omnitrix. It's not a toy Ben." stated Max.

"Yeah yeah Grandpa I got this." said Ben stepping out of the Rustbucket to see Paris in complete chaos and anarchy.

Everywhere there was at least two Sapotis trashing something.

Ben watched as the Sapotis ate garbage and then multiplied. "Clones huh. I know just the alien to match them." said Ben activating the Omnitrix.

* * *

As soon as Gwen burst out of the Apartment lobby doors she saw Alya chasing some of her Sapotis sisters to the park carousel. She also saw all of the anarchy that had broken out in less than a minute and it was spreading faster then she could think.

"Oh man." Gwen said at that.

She then looked around for a place to hide. Before she could find it she saw Ladybug swoop in and begin trying to fight off the Sapotis. Gwen knew this was her chance to escape and transform.

Gwen resumed her search for a spot but there were no alleys or benches or any secluded areas here. She also knew she couldn't transform here or Ladybug and the akumas could figure out her identity. The Rustbucket was also a mile away by foot and that was if it was parked in its usual spot and the Sapotis hadn't hijacked it.

Gwen looked behind her to see the Apartment lobby was empty. Everyone probably hid in their own apartment or fled the building since it was the source of all this madness. She went in there and after a quick glance to the left and right transformed into Lucky Girl to go help Ladybug.

* * *

A Sapotis was looking at an opened traffic light control panel when Ladybug and Cat Noir both appear surrounding it.  
**"**It's forbidden..." began Ladybug " ...to play around with traffic lights!" finished Cat Noir pushing the Sapotis off and tangling it in the wires.

Lucky Girl then appeared and threw a mana disc at its hat breaking it and making the Sapotis poof out of existence.

"Nice shot LG but how'd you know to aim for the hat?" asked Cat Noir

"Woman's intuition." answered Lucky Girl walking up to him and Ladybug

"Also why hasn't an akuma been released?" asked Cat Noir

"Cause that monster was a clone! These Sapotis multiply every time they eat. To get to the akuma, we'll have to destroy the original one — the very first one Hawk Moth akumatized." answered Ladybug

"So you mean we've gotta catch 'em all." said Cat Noir

**"**Come on! I thought you liked a good challenge!" teased Ladybug

Cat Noir groans knowing it's going to be a long night. He, Ladybug, and Lucky Girl then work together destroying Sapoti clones in order to find the original Sapotis' akuma, but without success.

Their crusade to defeat the Sapotis eventually leads the to the Pont Des Arts bridge where they were stealing Andre's ice cream and jumping on him like a trampoline.

"Hey, don't eat that ice cream or things'll get catastrophic!" punned Cat Noir

"What is it with you and puns?" asked Lucky Girl

"It's my thing." answered Cat Noir

The Sapotis all charge forward, leading Ladybug, Cat Noir, and Lucky Girl to try to take them all down; but the heroes end up surrounded.

"Get Back!" shouts Lucky Girl as she creates a barrier and launches it at all of the Sapotis pushing them all off the bridge along with Andre's ice cream cart.

"My cart!" cried Andre watching it sink along with Ladybug and Cat Noir destroying their hats with their yoyo and Staff from atop the bridge.

"Ooh sorry about that." said Lucky Girl

Once they had taken out all of the Sapotis here at the bridge the team then regrouped to make a plan.

"Alright we can't just keep taking them all on. We need a plan." said Lucky Girl

"I know but how are we going to get them all when their everywhere?" asked Cat Noir

"Hope I have an idea then." said Ladybug

"Lucky Charm!" Shouted Ladybug using her special power. What fell into her hands was a teapot.

"A teapot? Is there something inside it?" asked Lucky Girl

Ladybug looked inside and saw nothing.

"Nope wonder what it's for." said Ladybug

"Well our powers and kung fu aren't enough to beat them so it's all riding on your magic teapot or something." said Cat Noir

"Of course! I know someone who can help! Gotta go!" says Ladybug turning to leave)

"Right now? Can't it wait?" asked Cat Noir

"No, it can't. You've gotta trust me on this one." said Ladybug

Cat Noir nodded in understanding "Go on M'lady." he said. Ladybug did as he said and leapt across Paris towards Fu's place.

"Does she do this often?" asked Lucky Girl

"No this is the first time." answered Cat Noir, quite curious himself about where she is going.

* * *

Cannonbolt was not who Ben had in mind when he wanted to fight fire with fire. But well Cannonbolt was doing a good job of rolling straight through the Sapotis and squishing a lot of their hats but of course he could nevr find the right one.

He was also looking for Gwen who had likely transformed into Lucky Girl by now. Cannonbolt just hoped she was safe.

Cannonbolt saw a large crowd of Sapotis attacking the Grand Paris Hotel. He rolled over there and came out of his ball form to find windows shattered and the Sapotis helping themselves to everything in the place. Not just the food but the furniture to.

"Okay that is so messed up." said Cannonbolt.

Cannonbolt rushed in there on his feet and slashed and threw the Sapotis across the place destroying several of their hats in the process.

"Get em!" shouted one of the Sapotis as all the rest piled on top of Cannonbolt knocking him down.

"Hey get off!" growled Cannonbolt. He converted into ball form capturing several Sapotis inside him and then sun in place to shoot the Sapotis off of him and if they wouldn't let go they would be crushed underneath his weight which would smash their hats.

Most of the Sapotis did let go thus getting themselves flung across the room and banging their heads on furniture and the wall as well as smashing their hats.

Cannonbolt then unrolled unleashing the Sapotis on his belly out and onto the ground. Cannonbolt stomped on them and destroyed their hats.

Cannonbolt continued to finish off the rest of the Sapotis in the place. It took him a while but after he finally squashed the last propeller hat he was left panting and out of breath.

"Man _heh heh_ that was exhausting." said Cannonbolt

Cannonbolt then heard a familiar zipping sound. He walked over to the broken down entrance to see Ladybug leaping and zipping across Paris with a teapot in hand.

"Knowing her she has a plan." thought Cannonbolt rolling after her.

Of course something had to go wrong and Cannonbolt heard the familiar beeping of the Omnitrix.

"Not now!" exclaimed Cannonbolt changing direction towards an alley.

Right before he entered the red light washed over him turning him back into Ben who ran into the alley.

"Why is it you always time out when I need you the most!" complained Ben staring at his now red watch.

* * *

Cat Noir and Lucky Girl were being chased down the street by a mob of Miraculous hungry Sapotis. They stopped running in front of the mayor's residence and took up fighting stances.

The Sapotis surrounded them and climbed vehicles. The Sapotis then leapt at Lucky Girl and Cat Noir. Lucky Girl threw mana discs at them to keep them away whilst Cat Noir deflected their advances off of his staff.

The Sapotis however were to great in number and overwhelmed them. Cat Noir and Lucky Girl were tackled down and restrained. Of course at the last second Ladybug comes in wrapping her yoyo around every one of the Sapotis's hats and snaps them off poofing them out of existence.

She and a fox hero leapt in and fought off the rest of the Sapotis in the area.

"This is so insane! I've got powers and I'm fighting supervillains!" exclaimed the fox hero

Cat Noir gets up to see both Ladybug and the fox hero in heroic poses.

"Whoa! Who's this superhero friend of yours? No offense, but I thought we were the only ones. Well and all the aliens."

Ladybug was going to introduce Alya as a superhero but realized "Cat Noir, I like to meet...uh..."

"Uh...Rena Rouge! Yeah, my name is Rena Rouge!" declared Alya now Rena Rouge

"Well, sneaky fox, think you'll be as sneaky as a cat?" playfully spoke Cat Noir

"Um..." said Ladybug trying to interrupt.

"I don't know. Should we take bets?" jokes Rena Rouge ringing Cat Noir's collar bell.

Lucky Girl got up to see this all going down and was confused by it.

"So you a new superhero?" asked Lucky Girl walking over.

"Yes ... hopefully." said Rena Rouge.

It was easy to tell based off of that that this was her first night out.

"Don't worry I'm sure you'll get the hang of it." said Lucky Girl. Rena Rouge smiled at that but they were interrupted by Ladybug.

"Guys! Sapotis on our everywhere!" exclaimed Ladybug getting everyone's attention.

All the heroes looked around them and there were Sapotis as far as the eye could see.

"We're surrounded!" said Rena Rouge in panic

"We're retreating!" said Ladybug as Cat Noir grabbed and pulled Rena rouge away from the Sapotis.

* * *

A purple outline appeared on the face of every Sapotis.

"Sapotis, listen to me! You have the four superheroes on the run and they are nothing against you! There are still enough of you to destroy everything! So band together and take their Miraculous in the Square, or I'll remove your powers and there'll be no more mischief!" ordered Hawkmoth.

All of the Sapotis began to converge on the square.

* * *

The heroes all leapt (or in Lucky Girl's case levitated) onto the mayor's office rooftop to retreat.

"There must be thousands of them!" said Cat Noir

Ladybug was about to use her Lucky Charm but someone interrupted her.

"Not as many as there is of me." said the silly voice.

Everyone looked over to see on their right was a short person with black frills on his head with black and white skin as well as some green spots on his shoulders. **(really hard to describe Ditto so just google him if you don't already know what he looks like.)**

"Um there's only one of you." said Rena Rouge

Ditto grinned and then duplicated himself.

"How about now." both of the clones said simultaneously.

"Two is not greater than however many of them there is." said Ladybug.

"Trust me knowing him he's already made more." said Lucky Girl

"You know it." both of the clones said giving themselves a high five.

It was then that Ladybug realized that the Sapotis weren't chasing them. "Why" she thought. Everyone else had the same thought and looked over the edge to see all of the Sapotis fighting a Ditto.

"Whoa." was all Rena Rouge could say. Ladybug was shocked to see all of these short child like creatures fighting the Sapotis and winning.

"Who are you?" asked Ladybug to the clones.

"Ditto!" they both said

"Take their hats and break them." said Cat Noir.

"No wait if they do that and the one with the akuma is across Paris I won't be able to get the akuma." said Ladybug.

"So then whats the plan?" asked Lucky Girl

Ladybug thought for a moment and then used her lucky charm. A large vacuum fell into her hands.

"A vacuum?" said Ladybug surprised and unsure what to do with it as she examined it.

"So are you going to suck up all the hats or something?" asked Cat Noir

That was when Ladybug realized that there was a setting that says "Super suck." on it.

"Cat Noir that's it!" exclaimed Ladybug.

"It is?" said everyone in confusion.

"Yep. Everyone I need you all to gather the Sapotis into this square. Can you do that." said Ladybug

"You know it!" said the Dittos who then leapt off of the roof and joined their other clones to spread the word.

"I can push a lot of them into the area with my magic." added Lucky Girl leaping off the roof and she began pushing Sapotis into the square.

"Rena Rouge we need you to create an illusion to lure the Sapotis into the Square." said Ladybug

Rena takes out her flute and says "I've never tried it. I hope it works."

"Just think of the illusion you want to create. Stay focused!" explained Cat Noir

"What should I make though?" asked Rena Rouge to Ladybug

"Anything that can lure the Sapotis into the Square." said Ladybug

"I can do that." answered Rena Rouge confidently. She blows onto her flute and forms a ball of energy at the far end of it "Mirage!" Rena throws the ball of energy and creates an illusion of a buffet everywhere around the square in front of the mayor's building.

The Sapotis stopped fighting the Dittos and then tried to grab the illusion of food. The Dittos held them back and continued to multiply themselves to overwhelm the Sapotis.

"Phase 2. All of you spread the word to the Sapotis of the buffet to lure them in." said Ladybug.

Cat Noir, Rena Rouge, and Lucky Girl nodded in agreement and left the rooftop to do just that. Before Lucky Girl could go Ladybug grabbed her arm and said "Wait here I have a special job for you." as she then explained to Lucky Girl what she is supposed to do.

* * *

Cat Noir and Rena Rouge were saying things like "Hey Sapotis unlimited food for your empty tummies in front of the mayor's place!" and "free food right in front of the mayor's office!" to every Sapotis he could find.

The Dittos let them all pass through towards the fake buffet but blocked them all off from the illusion since touching it would make it disappear into smoke.

"Gah can't keep this up." grunted one of the Dittos.

"Hold the line!" shouted another.

"Ladybug I think thats all of the Sapotis now." said Lucky Girl

"Wait just to be sure." said Ladybug

Right after she said this one of the Sapotis broke through the Ditto's blockade and touched the illusion turning it into orange puffs of smoke.

"Close the barrier!" shouted Ladybug knowing if Lucky Girl didn't act now the Sapotis could escape.

Lucky Girl place large Mana walls trapping all of the Sapotis in the Square.

As soon as that was done Ladybug turned on the super suck setting on the vacuum. The vacuum vroomed to life and began sucking things into it.

The Dittos and Sapotis held on to lampposts and bench and anything they could grab not to be pulled into the vacuum. The Sapotis's hats hwoever flew off of their heads and into the vacuum's bag.

After about 10 seconds the bag was filled with every Sapotis hat and Cat Noir landed back ok the rooftop with Rena Rouge.

"A cataclysm please." asked Ladybug pointing to the vacuum bag

"T'would be my pleasure M'lady." replied Cat Noir prior to catclsyming the bag with the hats turning it all into dust and releasing the akuma.

Ladybug saw this and caught it in her yoyo. Of course predictably she used her Miraculous Ladybug, tossing the vacuum into the air to revert all of the damage to public property in Paris. It also returned the Sapotis into Alya's sisters.

The Dittos all began cheering and remerging themselves into one.

"Is it always this complicated when you're saving Paris?" asked Rena Rouge to the Heros.

"Its usually more so." answered Cat Noir.

"Come on Rena lets get you home. Oh and Cat can you and Lucky Girl make sure the twins down there get home alright." asked Ladybug pointing to Ella and Etta down in front of the building who were also disoriented from being akumatized.

"No problem Ladybug." said Cat Noir followed by a "yes" from Lucky Girl.

Ladybug then took off over the rooftops followed by Rena Rouge back to her apartment.

* * *

The Dittos were nearly done rejoining themselves into one but before they could the beeping of the Omnitrix time out began and they all started floating.

"Aw man I hate this part." said one of the Dittos before they all were forced to recombine into one and then timing out with a red flash.

Ben sat up and said to himself "Man I hate that the Omnitrix always forces us back together like that.

He then looked around to see where in Paris he was in front of the Louvre.

"Aw man this is at least 10 miles from the Rustbucket." groaned Ben knowing it would be a while before he could either run back as XLR8 or for Grandpa to come pick him up.

* * *

Hawkmoth stood in his lair contemplating. He hypothesizes that there is a guardian to the miraculous but has no clue where to find him. Not just that but also that he needs to find more out about the aliens and Lucky Girl that kept appearing.

"Dark Wings fall Nooroo." said Hawkmoth turning back into Gabriel Agreste and returning to his study to be greeted by his assistant Natalie.

"Another failure I take it sir?" asked Natalie

"Yes. But even in failure my knowledge grows and one day I will gain an advantage of my enemies so strong they won't stand a chance against me." replied Gabriel as he sat at his computer desk and googled images of all the aliens that have made an appearance so far.

Gabriel then put them all side by side and was shocked to see something.

"Natalie come here." said Gabriel in shock

Natalie walked up to him and looked at the screen.

"Is that?" she started but Gabriel finished her sentence for her.

"Yes. They all hold the same symbol. Which means that all of the aliens are likely the same person and not only that but it is likely a miraculous. One I intend to get my hands upon." finished Gabriel.

* * *

**Well this chapter took me awhile to finish so I hope you all liked it. My update schedule may get less frequent soon due to midterms coming up and may be some other things. Anyways I doubt my update frequency will go down anytime soon but after Halloween I may take a break until December and then another break til the new year but maybe not. Thanks again for reading and please do review I really REALLY would like some feedback and I haven't been getting that many reviews lately so I would like that number to go up.**


	14. Chapter 14

Marinette was happy. Her sleepover with Alya and Gwen went well. Even after all of the Sapotis drama that night. But still they all had fun. After they had all gotten Alya's sisters to sleep they had fun watching movies, playing games together and staying up late.

By the next morning they all had breakfast and said goodbye to each other.

Marinette on her way home got a text message. She looked at her phone to see the text. It said "Please come. I have some things I would like to discuss with you." from the turtle icon otherwise known as Master Fu.

So Marinette took the scenic route home with another stop on the way. Master Fu's place.

Marinette arrived and knocked on the door. "Master?" she called awaiting a reply.

She got none. "Master Fu! Its me Marinette! I know you're home since you texted me!" she called again with no answer

Marinette slid the door open to see no one there and the miracle box untouched. She cautiously entered and called again to Master Fu.

Wayzz came floating through another door and said "Ah Marinette you've arrived. I must apologize on behalf of Master Fu. He is just so focused on his work at the moment that he did not hear you come in.". Wayzz then gestured for Marinette to follow him back into the other room.

Marinette came upon a pair of sliding doors and opened them to find Master Fu looking over the pictures of the old spellbook that belongs to Gabriel Agreste.

"Master is everything ok? Your text seemed urgent." said Marinette

"What oh yes that. I must apologize I have been putting most of my attention on deciphering the spell book lately." explained Fu.

"Please come sit." said Fu leaving the room to the matted floor area of the main room of his home. Fu sat down on the floor and gestured for Marinette to sit with him. She did.

"What is it you wanted to discuss with me master?" asked Marinette.

"I was wondering if you had found anything out about the alien heroes and Lucky Girl." answered Master Fu

Marinette's face gave off a frown and she said "No not really master. I've been so focused on saving the day that I completely forgot to be questioning them." She then perked up a little and said "I did learn one thing Master. Your theory on all of the aliens being one person is correct."

"Really!" exclaimed Fu gaining a nod of confirmation from Marinette. Fu then began to think out loud.

"Since this is true. It means one man possess a lot of power. One I am not sure a single person should wield." said Master Fu.

"Well he seems to have been handling that power well so far." added Marinette

"True but when I choose a Miraculous wielder I choose based off who they are and what noble actions and risks they have taken to help others. The alien hero I have no knowledge of except that they are all one man." explained Fu

"And what about Lucky Girl?" asked Marinette

"While it seems her powers are mainly energy based and not with infinite potential like the alien hero but more simple. So I am less worried about her but am still concerned." answered Fu. He then added "Now tell me. Have they earned your trust through aiding to defeat akumas?" asked Master Fu

Marinette began to think. She hadn't really been thinking about them earning her trust just working with them without second thought.

"Well I mean I've been giving them the benefit of the doubt so I guess I trust them for now Master." answered Marinette.

"Alright Marinette if you can try to find out more about them please do so." finished Fu

"I will master but I have a question for you now actually." added Marinette.

This caught Master Fu by surprise but he nodded and awaited the question. "So you want me to find out everything there is to know about the alien and Lucky Girl. But wouldn't that mean I would find out their identities?" asked Marinette

"If possible yes. However do it discreetly if you can Marinette. Do not make them your enemies." answered Fu

"I understand that but isn't that like me trying to find out Cat Noir's identity even though I'm not supposed to know?" elaborated Marinette.

"I see your point but the situation with you and Cat Noir is different. The two of you can never know who the other is because if one of you were to be akumatized they could jeopardize the other as well. With the alien and Lucky Girl there is no such problem since Hawkmoth is not after them but only you two." explained Fu

"I hadn't thought of it like that." said Marinette

"Just remember continue to give them the benefit of the doubt and trust them to aid you whilst fighting akumas. But if the opportunity arrises gather information on them to ensure we can continue to trust them." answered Master Fu.

"I think I understand now. Thank you Master." said Marinette leaving to head back home.

* * *

**The Next Day**

Ben was tired. He tried to stay awake for hours but couldn't so he had slept for 18 hours straight. He slept into Monday. Apparently splitting into thousands of Ditto clones takes a lot of energy. By the time he woke up it was already time to get ready for school.

"Aw man" groaned Ben getting up reluctantly

Gwen and Max were already awake so he didn't wake them by getting up. Ben stretched and yawned. He then went over to the table and was barely able to keep his eyes open.

"I feel terrible." complained Ben

"Do you feel sick kiddo?" asked Grandpa Max.

"No just so tired." yawned Ben nearly falling asleep again.

Grandpa Max felt his head for a fever but found none. "Well no fever so if you're sick you have something that doesn't give a fever Ben." explained Grandpa Max.

"No I doubt I'm sick just exhausted from making Ditto clones." stated Ben

"Ben how many Dittos did you make?" asked Gwen

"Um 2 no at least 3,500" answered Ben causing Grandpa Max and Gwen's jaws to drop.

"Well no wonder you're so tired you divided yourself so often you split all of your energy then spent it as each Ditto so that when you came back together most of your energy was spent." answered Gwen

"I don't suppose you got a spell to wake me up?" Ben asked sarcastically .

"Actually I just might" said Gwen opening up her spellbook. "Aha here it is." exclaimed Gwen.

"Wait I wasn't serious!" said Ben but he spoke to late as Gwen had already begun the incantation.

"Expergiscimini stultus" said Gwen as she aimed her hand at Ben and energy shot forth from it into Ben.

Ben was frozen still for a second but then a smile appeared on his face. He shot up from his seat and shouted "Yeah! I feel Great!"

"Wasn't expecting it to give you that much energy." said Gwen.

"Come on Gwen we gotta go or we'll be late!" Ben said quickly as he grabbed her hand and pulled her out of the Rustbucket and running towards the school leaving a bewildered Grandpa Max

"Did she just say Wake up stupid in latin?" thought Max.

* * *

Gwen could barely keep up. Her legs couldn't move as fast as Ben and she couldn't shake his grip. So instead she cheated walking by making mana platforms under her feat whilst doing walking motions. The platforms are so small that one would have to be underneath her feat to see them.

Ben was also going so fast that people had to dodge his speed walking which was more like running a marathon.

"Ben slow down!" panicked Gwen.

"Aw come on we're fine and I got energy to burn." replied Ben not slowing down.

By the time they arrived to school they were 10 minutes early when usually they are only 5 since they leave early in case of delays.

Ben's sneakers were burning hot from the friction of Ben skidding on the pavement to a sudden stop in front of the school.

Ben finally let go of Gwen's hand whilst Gwen tried to readjust to not moving so fast.

"See told you we would be fine and we're here twice as early as we normally are." boasted Ben

"Ben I think something went wrong with the spell. You're to energetic. The spell should have only returned your normal amounts of energy not tripling it." said Gwen

"Are kidding this is great!" said Ben as he ran up the stairs into the school.

"Why do I even bother." groaned Gwen facepalming herself at not studying the spell prior to performing it.

* * *

"Excuse me!" "Pardon me" "Need to get through!" were things Marinette was saying whilst rushing to get to school on time. She knew she probably wouldn't make it in time but better sooner rather than later.

Marinette ran through the school entrance and began going up the stairs only to trip on the top step.

"Gaaaahhhh!" cried Marinette tripping. She expected the painful feeling of slamming into the metal floor but was surprised to find she didn't hit it.

Marinette assumed Adrien caught her again but when she looked up to thank him she realized it wasn't Adrien who caught her. It was Ben.

"Oh uh how clumsy of me. Thanks Ben." thanked Marinette.

"No problem." said Ben helping her to stand again.

"Oh no we're going to be late!" panicked Marinette.

"No we're not." said Ben grabbing her hand and rushing himself and Marinette through the classroom door right as the bell rang signaling that they arrived at the last second.

looked to see the two of them enter and said "I'm glad to see you get here on time for once Marinette but next time try to arrive before the bell and not at the bell."

"Wi...will do Ms. Bustier." stuttered Marinette slightly embarrassed as she and Ben took their seats.

"Now as I was about to say, tomorrow is a teachers development day so you all will have school off tomorrow." explained Ms Bustier gaining cheers from the majority of the class.

Class then began normally but there was one difference. Ben was actually paying attention for once!

Ben couldn't just sit and be bored because he was so packed full of energy he had to burn. The only way for him to do so was to pay attention.

"Alright class can anyone tell me what a simile is?" asked .

Max raised his hand but he had been answering questions all day and was the only one to ever really raise his hand since no one else really wanted to pay attention.

"Anyone other than Max?" asked Ms Bustier

Ben hesitantly raised his hand.

Ms Bustier smiled and said "Yes Ben?" This shocked everyone since they knew Ben usually slept through this class and never participated.

"Um it's a comparison right?" said Ben questioning his own answer.

"Yes it is a comparison but more specifically it is a comparison using the words "like" or "as"" explained Ms Bustier

The same sort of thing happened throughout the lesson with only Max and Ben raising their hand so Ms Bustier just chose them until she called on another student to answer to make sure others were listening.

* * *

Everyone was talking about Ben's strange behavior lately all across the school. In P.E he challenged Kim to 3 laps around the track on foot. Kim was never defeated (except by Alix but she was on roller skates.) so Kim expected this to be an easy victory. However Ben shocked everyone by running the track 3 times as fast as Kim!

In science Ben had completed the chemistry experiment before everyone else. Well sort of. Ben had accidentally made his experiment explode in foamy bubbles all over his work station.

Whist this was the reaction Ms. Mendeleiev had wanted it was supposed to be smaller and in a more controlled environment. So she gave Ben a B- since he did technically do the experiment but made him clean it up. Ben usually barely passed the class.

On lunch break instead of eating lunch or going somewhere to eat Ben was jogging around the school. By the time everyone got back Ben was still moving and showed no signs of tiring.

By the time school was over everyone was thinking the same question "What happened to Ben?"

Ben slid down the school banister as he exited the school but stopped once he noticed something.

He saw Marinette hiding in the bushes creepily staring at Adrien getting in his limo.

Ben saw this as the perfect time to play a joke on Marinette. So he climbed over the banister and silently landed behind Marinette on the other side. Adrien's limo drove off and as it did Ben said from behind Marinette "What are we looking at?" startling her

"GAHHHHH!" cried Marinette whirring around to face Ben. Ben laughed at her reaction for a bit.

"Don't do that." said Marinette clearly irritated at Ben for doing that.

"Aw come on it was funny." said Ben

"No it wasn't!" Marinette now clearly upset. Ben noticed this and said "Alright I won't do it again."

Marinette was about to thank him when he added "If you tell me why you were staring at Adrien through the bushes."

"Wha... uh... I wah...gah...uh" Marinette was spluttering out nonsense causing Ben to laugh again.

"I'm just joking. You're reactions are hilarious." said Ben walking out from behind the bushes.

"See you on Wednesday." farewelled Ben as he began running home leaving behind a flustered and embarrassed Marinette

* * *

On Ben's run home he passed by several crimes. A mugging, ATM robbery, and a high speed chase. It was like Criminals chose today to crawl out of the woodwork.

For the mugging Ben saw an elderly woman clinging to her purse whilst a mugger tried to swipe it from her. "Help he's stealing my purse!" cried the woman as the man broke the bag from the woman's grip and ran off with it.

Ben saw this and was going to go hero but then thought. "With all my energy today I don't need to go hero to catch him." So Ben instead of going XLR8 or Wildmutt he went on foot to chase the mugger.

Due to Ben's energy boost today he easily caught up with the mugger and tackled him to the ground.

"Umph!" groaned the Mugger hitting the pavement. Ben took the purse from his grasp and handed it back to the woman who was following their chase.

"Thank you young man." thanked the woman taking her purse back and going back to her own business.

Ben smiled at that as he handed the mugger off to an officer who responded to the reports of the woman being robbed.

Next on his way an ATM was cranked off a wall with a crowbar as two robber grabbed all of the money inside, stuffed it into bags and began running off. Ben knew that this time he should go alien since there was more than one person to stop. That and they had crowbars to fight back.

So Ben ducked into an adjacent alley and transformed into Benmummy (or as he had renamed him Snare Oh). This was not who he wanted but he would take it.

Snare Oh stretched his paper limbs towards the robbers and wrapped himself around their waists pulling them back as they dropped their sacks of loot at the edge of. crosswalk at an intersection.

"What the heck!" said one of the robbers. The other one looked back and saw Snare Oh.

"Aw crud! It's one of them mystery guys that keep appearing all over the city!" exclaimed the other robber.

"Quick you take one sack and run right. I'll take the other and head left. Once we ditch our tail we'll regroup at the hideout." explained the robber.

"Understood man." said the other robber grabbing his sack. They both tried to break free from Snare Oh's grip but he wasn't called Snare Oh for nothing.

"Can't get loose!" said the robber

"I got an idea." said the other robber. He dropped his heavy sack of loot onto the paper limb severing it off from the rest of Snare Oh's body.

"Good Idea!" said the robber following the other's example to the same effect.

Snare glared at the two as they split off into the city.

"They won't last long." thought Snare Oh as he reached the intersection where the two split directions.

At the intersection Snare Oh aimed both of his arms at the two fleeing robbers and stretched them after them both. He snared them both and began reeling them back towards himself.

"Oh man let go freak!" shouted the other robber. Snare Oh did not but instead rebutted "I am no freak moron!"

"Well you look like one to us!" said the robber trying to slam the bag into Snare Oh's wraps but Snare Oh thickened them this time so the same trick wouldn't work again.

"Why isn't it working!" panicked the robber.

"I don't know man!" panicked the other robber who was trying to do the same.

Snare Oh wrapped the two of them up together next to their sacks of cash and left them to the cops with a note saying "Arrest me I'm stupid." on it.

* * *

After taking care of the robbery Snare Oh hid in the sewers waiting to transform back (whilst avoiding the sewer water so as not to soil his paper body or end up spelling like a dump) after about a minute or two he did become Ben again as he climbed out of the sewers getting strange looks from people as he came out.

Ben continued his run to the Rustbucket but realized something. He had just been running randomly without thinking and now he was lost in an unfamiliar part of Paris.

"Oh crud." said Ben to himself

He walked around for a few minutes trying to find his way when he somehow ended up back at the school.

"Well at least I know where I am now." thought Ben as he made his way to a crosswalk.

Ben didn't cross since the crosswalk light was red so he waited. However someone didn't tell Marinette the light was red as she was distracted seemingly talking to her purse.

She crossed still seemingly talking to her purse and WAS ABOUT TO BE HIT BY A CAR! Ben saw this and dashed forwards.

Ben tackled her out of the way slamming her back onto the other side relatively unharmed.

"Ow!" groaned Marinette

"Need a hand?" asked Ben. Marinette took it without realizing it was Ben, the pain of hitting the pavement still processing in her mind.

"Uh thank you. But uh what hit me." asked Marinette rubbing the back of her head.

"You went across the crosswalk when the light was red. If I hadn't pushed you out of the way you would have been hit Marinette." answered Ben.

"Tha- wait how do you know my name?" questioned Marinette.

"Uh you didn't hit your head to hard right? It's me Ben." said Ben giving her a strange look.

At hearing this Marinette was forced out of her stupor and stared Ben right in the face. Her cheeks flushing with embarrassment.

"Oh my gosh I'm so sorry I didn't recognize you Ben. My mind has been distracted lately." apologized Marinette.

"Hey it's okay. I'm just glad you're safe." replied Ben making Marinette blush again but this time not for the same reason.

"Anyways if you're alright I'll see you at school on Wednesday." said Ben waving her goodbye. Before he could leave Marinette grabbed his hand. Ben turned to face her. "Thanks for saving me Ben." thanked Marinette.

"Of course." was Ben's reply as Marinette let go of his wrist and he went on his way. However something didn't feel right with Ben. He no longer felt the hyperactivity he had earlier but more of a sickish feeling building up in his gut OH CRUD!

Ben began to feel nauseous and looked for somewhere to puke. He found a trash can around the corner and ran to it spewing yesterday's lunch in there (He skipped lunch today to jog around the school).

Ben then had to limp and stumble his way back to the Rustbucket

* * *

**The Next Day...**

Grandpa Max and Gwen weren't sure what Ben was sick wit but assumed it had to do with Gwen's spell she cast on him the other day.

"Well no fever but since you puked four times last night you're staying here Ben." said Grandpa Max earning a groggy groan of a response from Ben as he turned over to sleep.

"I'll see you later Grandpa I'm going to go swimming with my friends." said Gwen about to walk out when she was stopped by Grandpa Max.

"Hold up a second there Gwen. Ben's sick and we don't know what and it could have been caused by your spell." explained Grandpa Max.

"So what do you want me to do about it Grandpa? I don't exactly know any cure spells." asked Gwen

"I'd like you to stay by Ben's side in case his condition gets worse because if his illness is caused by magic then you're the only one who could help him." elaborated Grandpa Max.

Gwen sighed and then said "I understand Grandpa.". Gwen then texted Alya she couldn't come and went to Ben's side.

Grandpa Max sat in the Driver's seat and began to drive the Rustbucket to a more quiet place since Ben needed to remain asleep to hopefully recover.

About twenty minutes Later Gwen received a text back from Alya. She checked her phone and was shocked to find what she saw.

It was a picture. One of Adrien and Marinette in a fountain. Marinette was also in her pajamas.

This confused Gwen as she wanted to know more but decided against it since she couldn't be distracted from Ben. So Gwen turned her phone off and began reading her spellbook in hopes of some sort of spell to help Ben unaware of Gorizilla kidnapping Adrien.

* * *

**So just to clear the ending up Gorizilla's events happen in this story just as they do in the episode. I am sorta skipping Gorizilla and moving straight to Captain Hardrock because I'm not really sure how to write Gorizilla without it being super similar to the Gorizilla chapter from the original story. Also I want to continue to build onto the plot which this chapter was required for in order to work. Sorry this chapter doesn't really have any supervillains but it is required for the next chapter which will be on Captain Hardrock which should release next week. Either that or I will write a Halloween special chapter. So stay tuned and keep up with update notes on my profile page.**


	15. Chapter 15

Ben woke up to having a headache. He lifted his head only to bump it. "Ow!" expressed Ben.

"Careful Doofus you're already sick don't want to damage your brain more." snarked Gwen

Ben didn't really pay attention to the insult part of Gwen's comment but more on the being sick part.

"How long was I out?" asked Ben

"At least 18 hours." said Gwen

"Well I can't just stay in Bed I've gotta get up." said Ben standing out of Bed and walking over to the fridge.

"Ben you shouldn't be up you could still be sick!" exclaimed Gwen in worry

"I feel fine so I am fine." replied Ben.

Just then Grandpa Max appeared getting up from the driver's seat. "Ben, Gwen could be right. When you were sick the only symptom you showed of being sick was vomiting and weary movements. Which could have been caused by Gwen's magic." explained Grandpa Max

"Well the only negatives I feel now is being kinda grumpy and a cramp in my back." groaned Ben stretching his back.

"You should still rest Ben." said Gwen.

"I'm fine. What day is it anyways?" asked Ben

"Wednesday. The day of the music festival. Also I missed out on our class forming a band just to watch over you Doofus." said Gwen

"Band? I want to go see the band and wait isn't today also a school day?" said Ben

"It was but they cancelled it last minute due to the school board meeting yesterday during the development day, and since the festival is a rare event they decided to postpone school until Thursday." explained Grandpa Max.

"Great so I can go check out the band then." said Ben putting on his shoes and preparing to leave.

"Oh no there is no way you're going out alone and sick." said Gwen blocking the door.

"Then come with Dweeb." responded Ben. This surprised Gwen so she asked "Wait you want me? To go to a social event with you? Who are you and what have you done with my cousin?" demanded Gwen

"Well One I don't know where it is. Two I don't want to remain the guy without friends at school so I'm hoping to make some of our classmates my friends. Third I know you won't let me go unless you come with anyways." stated Ben.

Gwen realized that Ben made sense but still didn't want to let him leave despite the fact that she wanted to go too.

"Sorry but your health is more important Ben." said Gwen

"Actually Gwen as long as you're with him it should be fine." said Grandpa Max earning a smirk from Ben knowing he had won.

"What?! But Grandpa he's sick!" said Gwen in protest.

"Yes but since his sickness was caused by magic you're the only one who could possibly help him recover and now that he has recovered there's no reason to keep him here except to be 100% certain that he isn't still ill. But since he feels fine now it should be alright if he leaves so long as he can go with you Gwen. explained Grandpa Max

Gwen didn't want to let Ben leave the Rustbucket but she also wanted to go so she gave in and left with Ben to Juleka's houseboat.

* * *

Marinette's day was off to a bad start. First she heard Ben was sick, then she heard that Gwen was staying with him in order to take care of him whilst he is ill, then she hears that Adrien can't come with everyone to Juleka's houseboat.

This also meant that he couldn't watch Kitty Section's (Rose, Juleka, Mylene, and Ivan's newly formed band.) very first performance. That really bummed Marinette out. She felt that her relationship with Adrien was like whenever metal gets near a compass. It goes crazy and that she was the statue which is why she has to stay away from Adrien. Alya however felt that it's the other way around. Which coincidentally Marinette does act kind of crazy around Adrien.

There was a few upsides to her day though. She did get to meet Juleka's brother Luka who seems nice. Also today was the music festival which was why they were going to form the band today.

But Marinette found it hard to enjoy herself when a lot of her friends can't spend time with her, especially her crush.

Marinette was sitting on a box listening to Luka practice guitar when Alya, sitting adjacent to her spoke up.

"Are you okay girl?" asked Alya

"Mmm-hmm." Marinette mumbled miserably.

"Girl it'll be fine. We can spend another day with Adrien, Gwen, and Ben." said Alya

"I know Alya it's just today is special and none of them could be here." replied Marinette.

"We're here." said what sounded like Ben's voice. Everyone turned their heads to see Gwen and Ben standing across from them on the edge of the Seine river.

"Wha Gwen? Ben? What are you two doing here? We thought Ben was sick and you were staying with him?" asked Alya.

"Yeah he was but apparently he's over it already and Grandpa said to take him out. So where better than to the formation of the new band." explained Gwen walking onto the boat followed by Ben.

"Great the more the merrier!" exclaimed Juleka's mother Anarka from the DJ stand on the deck of the boat. Ben and Gwen walked over to introduce themselves to her whilst Marinette was internally happy as she stared (dreamily) at Ben. Alya noticed her friend's staring and commented on it.

"I'm thinking Marinette the Compass has found herself a new statue." she said

Marinette replied with "What? Ben? No way! You're being ridiculous! Pff! Sure he's cool and nice and everything... but there's only one statue that drives this compass crazy!"

Ben and Gwen then sat behind them on some boxes that were given to them by Anarka to use as seats.

"Ho, ho, sailors! Let's give them a show! Whenever you're ready, Luka!" said Anarka

Mylene then handed the four of them and Nino a pair of earplugs saying they would need them. They all put them in.

Luka hooked up his guitar to a giant sized stereo to make his music louder. The second he struck the cord on the guitar the speaker unleashed a sonic boom disturbing all of Paris and drawing the police straight to their boat.

"Mrs. Anarka, are you completely out of your mind? I'm reading 160 decibles! That's 10 times the sound of a jet engine! You just can't do this. You'll have to play something else!" spoke Officer Roger through a megaphone

Anarka spoke back through a microphone "It's the National Music Festival today Officer Roger! My crew's allowed to play whatever they want!"

"It's a music festival, not a noise festival. If you don't turn the volume down, I'll ban your concert altogether!" threatened Roger  
Marinette decided she should intervene before things escalate "Uh, maybe we could turn the volume down a bit Captain? Then there'd be no more problem, right?"

**"**No, out of the question. I didn't name my galleon Liberty for nothing, you know! It's a matter of principle! Haven't you ever heard of freedom of speech, Roger? This is me home! I will do as I want!" retaliated Anarka

Roger got fed up and tossed his megaphone away and stormed up to Anarka "Do you have a document stating you can moor your houseboat in this location?

"The Seine belongs to everyone!" rebutted Anarka

"You are not allowed to moor here without a parking permit! Which means you can't play your concert here either. Not to mention this incredibly messy deck!" said Roger

Roger then started abusing his power and giving Anarka tickets for things that are not even crimes or anything she has done. Of course this made Anarka furious and perfect bait for a certain butterfly.

* * *

Everyone was hanging out and just chatting when the boat was suddenly engulfed in purple energy transforming it from a houseboat into a fully armed pirate ship with laser sails and sound cannons!

Before anyone could fully understand what had happened Anarka appeared on the quarterdeck (top level of the ship). Anarka wasn't really Anarka anymore though. She was now Captain Hardrock with now wild red hair complete with a full pirate outfit and magic cutlass to complete the look. She was only missing an eyepatch.

"Raise the mainsail me deck hands let's get swashbuckling around here."laughs Captain Hardrock

"Mom?" "What's going on?" asked Juleka and Luka.

"Your mom has weighed anchor, me lad, I'm Captain Hardrock and today Paris's timbers are about to be shivered by my cannons." said Captain Hardrock. Captain Hardrock then looked through a telescope. She spotted Jagged Stone preparing his concert at the Eiffel Tower.

"Westward ho, Liberty next stop, Jagged Stone at the Eiffel Tower." ordered Captain Hardrock to her ship, Liberty as Liberty's compass adjusted itself to aim towards Jagged Stone's concert site.

"Soon, there will only be one concert in Paris only one Music Festival. We will destroy all the others. Now, get to your instruments and rock those decibels!" commanded Captain Hardrock to everyone on the boat.

"Mom please, you can't ruin the Music Festival." pleaded Luka

"You can't force people to listen to your music!" added Marinette

"No way we're playing like this!" shouted Ivan

"Mutiny? On my ship? Liberty, seize these scallywags and throw them down into the hold!" ordered Captain Hardrock. At her command chains wrapped everyone into groups of two. Ben and Marinette, Gwen and Luka, Alya and Nino, Rose and Juleka, and Ivan and Mylene. Liberty then opened it's floor beneath them like a trap door and swallowed them up below decks.

Liberty approached a bridge blocking their way forwards. "Liberty fire!" commanded Captain Hardrock. Liberty's sails glowed red and fired a red laser at the bridge effectively destroying it and making it uncrossable.

Liberty crossed through the now open river and began bombarding all the concerts in Paris with the sound cannons disrupting all the concerts and concert preparations.

* * *

Back below deck everyone was trapped in chains to one another and no one could escape. Ben, Gwen, and Marinette knew neither of them could transform here since that would reveal their identities.

Marinette looked down at her purse to see Tikki peeking out of it awaiting to know if she should break the lock. Marinette nodded in confirmation. Tikki quickly flew out of the purse and through the lock breaking it off and back into the purse again releasing her and Ben.

"Woah how'd you pick the lock?" asked Ben impressed .

Marinette had to think of a lie quickly. She reached into her purse and pulled out the Jagged Stone plectrum Luka gave to her. "With this." lied Marinette.

"Awesome." replied Ben

"You think so? Oh it was nothing. Awesome really?" said Marinette staring into Ben's eyes until Alya spoke up " Excuse me but some of us are still chained up here you know."

Before Ben and Marinette could free the others they heard Captain Hardrock coming below deck.

"Marinette, Ben get out of here." said Gwen.

"We'll come back I promise." said Marinette as she and Ben ran into Luka's bedroom followed by Captain Hardrock banging on the door until she kicked it down.

Captain Hardrock stomped in to find Ben shouting out the open window "Get help Marinette!"

"Seize him!" ordered Captain Hardrock to Liberty. Liberty shot chains out of nowhere only for Ben to duck then slide underneath Captain Hardrock's feet tripping her.

"I'm not going down again without a fight." said Ben

Ben ran up to the main deck saying to everyone else "Sorry no time to save you guys right now. I'll be back!"

Ben searched the deck and found a barrel to hide in. He leapt in it and decided to wait for when Captain Hardrock would be distracted so he could sneak back down and free everyone else.

* * *

Captain Hardrock had just bombarded XY's concert when she saw through her telescope Cat Noir perched on a rooftop across the river.

"Fire at Cat Noir!" ordered Captain Hardrock

Liberty fires at Cat Noir who leaps across the sound bombs and onto the ship's deck.

"Seize him." ordered Captain Hardrock

Cat Noir is caught by chains, however Ladybug swoops in and breaks him free.

"Seize them." re-ordered Captain Hardrock.

This time however Cat Noir and Ladybug dodged all of the chains fired at them.

Suddenly sirens were heard. Captain Hardrock's attention was drawn towards the commotion "I command you to stop in the name of the law." spoke Officer Roger through a megaphone on his police boat.

"Fire, Liberty." commanded Captain Hardrock

Liberty launched Rogers ship out of the water with the cannon fire. Before they could impact Ladybug catches them with her yo-yo string.

"Thank you Ladybug and Cat Noir." said Officer Roger

"Stay under cover we'll take care of her" replied Ladybug.

Whilst this was all going on Ben decided now was the best possible time to free the others. So he leapt out of the crate and ran back down to the lower decks of the ship. There he found everyone still chained up.

"Ben?!" what are you doing here she could come back at any second!" said Gwen

"I've got time Ladybug and Cat Noir are distracting her." said Ben as he tried to undo the chains around Gwen and Luka. Ben knew after a bit of trying he would need something to break it off or pick the lock when suddenly Ladybug came through the door

"Ladybug? Shouldn't you be helping Cat Noir?" asked Ben.

"Well I couldn't leave you all on the boat as prisoners or I wouldn't be much of a hero now would I." said Ladybug slashing her yoyo across the chains binding everyone together and thus breaking them.

"Wait Ladybug is Marinette safe?" asked Ben

"Yes she is. In fact she's the one who alerted me." answered Ladybug

"Wow must've been brave to have swam off of the boat just to get you." said Ben. Ladybug turned her head so Ben couldn't see her blush.

"Lucky Charm!" shouted Ladybug tossing her yoyo into the air and a chain fell into her hands.

"Don't worry guys I'll find a way to get you out" said Ladybug rushing back up to the deck in order to help Cat Noir.

Ben and Gwen knew they needed to find a way to separate themselves from everyone else so they could transform.

"Uh me and Ben will look for a way off of the boat." said Gwen pulling Ben with her to the cargo hold.

"Ok we should be safe here." said Gwen.

"We're not really looking for a way off the boat are we?" asked Ben

"Duh Doofus we have to help Ladybug and Cat Noir." said Gwen whilst transforming into Lucky Girl.

"Its Hero Time!" said Ben activating the Omnitrix and slamming down the core in a flash of green light.

* * *

Ladybug had come back up deck to find Captain Hardrock about to swipe Cat Noir's miraculous. She wrapped her yoyo around her wrist and pulled her off of the crows nest (the tower attached to the mast) and to right in front of her.

"Don't be an impatient scurvy Ladybug. You're next in line!" said Captain Hardrock drawing her cutlass. She began to duel Ladybug up to the quarterdeck.

Officer Roger tried again to stop Captain Hardrock but was only blasted out of the water again on her order. Captain Hardrock turned to resume her dual with Ladybug only to find her gone.

"Huh? Where did you go? If you refuse to give me your Miraculous, my next target will be Major Bourgeois and his land lover-in Orchestra. Liberty, next stop Cit-" Captain Hardrock was interrupted when a pink energy dome surrounded itself upon her.

"What magic is this!" growled Captain Hardrock slashing at it with her cutlass but putting no dent.

"It's called mana." said Lucky Girl floating in on a platform with a being that has a black exterior with green stripes that resemble circuitry all over him. The being was Ben as Upgrade who also had a green circle on his head which is his eye. Upgrade also had a long neck and no toes.

"This was too easy." said Upgrade who would be smirking if he had a mouth.

Lucky Girl facepalmed and replied "Way to go you just jinxed us Doofus!"

"No I didn't she's still trapped in her-_ shatter!_" Right as Upgrade was saying that Captain Hardrock's cutlass shattered the mana shield into shards and she was free.

"Told you so." said Lucky Girl lowering them down to in front of Hardrock.

"More superheroes to stand in my way! I won't stand for it! Seize Them!" shouted Captain Hardrock. At her command chains appeared out of nowhere and latched themselves around Lucky Girl and Upgrade.

Lucky Girl struggled to escape but Upgrade just turned into a puddle and reformed to his natural shape thus freeing himself.

"That the best you can do. Because I'm not impressed." taunted Upgrade gaining a snarl from Captain Hardrock.

Captain Hardrock lunged at him with her cutlass. Upgrade leaned to the left to dodge. Hardrock swiped at him again but this time Upgrade ducked the strike and before she could attempt to cut him a third time, Upgrade fired a laser out of his eye blasting Captain Hardrock overboard into the Seine.

Captain Hardrock's head resurfaced as she called to Liberty. "Liberty throw me a chain!" Magically a chain attached to the mast of Liberty launched itself to Hardrock. She grabbed on and it magically retracted pulling her back onto the ship's main deck.

"Haha strange creature! You cannot defeat me on my own ship!" boasted Captain Hardrock. Before Upgrade could say a comeback Ladybug and Cat Noir came out of their hiding spots where they regrouped and began fighting her again. This time the fight was more even since Ladybug and Cat Noir had each other's backs.

Lucky Girl was slowly burning through her chain with her laser eyes but very slowly. Upgrade came up to her and broke the chain in an instant with a quick blast from his laser eye.

"Why didn't you do that earlier!" said Lucky Girl crossing her arms

"Uh I was dealing with Swordfreak over there and you're welcome." replied Upgrade

"Next time don't jinx us." said Lucky Girl leaping over the railing to go aid Ladybug and Cat Noir.

Upgrade was about to join them when a thought crossed his mind. He thought back to what Captain Hardrock had said earlier "You cannot defeat me on my own ship!". If Upgrade could he would be smirking right now as he began hijacking control of the ship's compass.

* * *

The fight was going well. Ever since Lucky Girl joined into the fight Captain Hardrock had been overwhelmed and almost never able to command Liberty to aid her since she was stuck on the defensive.

Captain Hardrock growled and shoved Cat Noir away and sliced at Ladybug forcing her to back off and giving herself the space she needed.

"Liberty! Seize them!" ordered Captain Hardrock only for Liberty to not respond.

"Liberty! I said seize them!" now demanding said Captain Hardrock. Still no chains appeared. Now everyone was curious as to what was happening.

Lucky Girl leapt up to the quarter deck to see the unusually patterned compass. The compass now held a green circuitry on black pattern. Lucky Girl knew this meant Upgrade had merged with the compass.

"Way to go Be-errr Upgrade now turn the ship on her." said Lucky Girl to Upgrade. There was no response.

"Uh B- Upgrade? You ok?" asked Lucky Girl tapping the compass that was now going loco due to Upgrade being made of a liquid like metal.

Before Lucky Girl could continue to pester Upgrade the ship started lurking and turning. It was because of the compass. Since Upgrade was now merged with it it was going crazy and pointing the ship in random directions causing it to twist and turn.

"Wah!" said Lucky Girl as she fell off of the quarterdeck and onto the main deck where the fighting between Captain Hardrock continued despite the ship's instability.

"I don't know what you scalawags have done to Liberty but you'll all pay!" growled Captain Hardrock as she slashed and dueled with Cat Noir. Ladybug wrapped her yoyo around Hardrock's wrist but the ship then chose to tilt right causing her to lose her grip in order to regain her balance and letting Captain Hardrock free.

Cat Noir whacked her on the head with his staff knocking her down but not out. Ladybug signaled for him to grab the other end of her chain. As Hardrock got up they leapt towards the compass dragging Captain Hardrock with them and chaining her to the compass which was still going crazy.

Captain Hardrock struggled against the bonds but it was futile.

"What's wrong with the ship M'lady?" asked Cat Noir holding on to the railing to keep balance.

Ladybug looked at the compass and saw it was acting like it was in contact with metal.

"I don't know it's like it's in contact with metal but it can't be the chain since it has been acting up for over a minute now!" answered Ladybug.

"It's Upgrade!" shouted Lucky Girl levitating herself up to them on a platform.

"What do you mean it's Upgrade?" asked Ladybug

"I mean the green/black alien has power over tech and merged with the compass but he won't come out!" replied Lucky Girl as she mentally added to herself "What is going on Ben."

* * *

When Ben had merged with the compass to hijack control of the ship he hadn't expected what happened. It was like when he merged with Rojo and saw Vilgax in a vision but less scary and more purple.

"Who are you!" demanded the deep intimidating voice. Upgrade saw it as some purple butterfly symbol but knew it was not the real source of the voice but only how he perceived it.

"Name's Upgrade and you are?" answered Upgrade

"I am Hawkmoth and you have interfered in my plans for far too long. I don't know who you are but I will find out your identity and all of Paris's other superheroes too! No matter how long it takes I will win in the end and you will pay for standing in my way!" boomed the voice of Hawkmoth now bursting with rage.

"Sorry Hawky but I've faced and beaten tougher villains than you. You don't scare me but one day. We will find out who you are and defeat you, saving Paris from your tyranny once and for all." said Upgrade defiantly

"You dare stand against me! You are truly foolish and I will personally enjoy discovering your most once I acquire your miraculous and gain your power that you waste on pointless heroics!"

"Dream on Hawkmoth! I'm the one in control not you!" yelled Upgrade. The purple void he was floating in suddenly vanished as he poured out of the compass like goo and reformed in front of Lucky Girl, Ladybug, and Cat Noir. Once he un-merged with the compass the ship became less frantic but still was going haywire due to the metal chain tying Captain Hardrock to it.

Liberty veered right hitting a diagonally edged border along the Seine launching it into the air and slamming it down upon some helpless trees. The battle was over and Captain Hardrock defeated.

* * *

So after that whole akuma disaster was reversed with Ladybug's powers Roger checked Kitty Sections volume which they had lowered. It was still a little louder than the legal limit but Roger let it slide and went on his way.

Even more conveniently Adrien's father had changed his mind and allowed him to come.

"Hi everyone, hi ma'am" greeted Adrien as he boarded the boat.

"Witch where you're working! Ditching the-the-the" stuttered Marinette. Adrien didn't understand wht she had meant to say until he tripped right over it and knocked down a stereo.

Nino and Luka went over to check if Adrien was okay.

"Nah it's all good, I- " Adrien began but stopped when he opened the piano case he had tripped on "Whoa, an original ZX20.4, I love the sound of this instrument." said Adrien

"Aww, that old thing, no one knows how to play it." said Anarka

**"**I know how to play it." replied Adrien

"Great, welcome to the band Adrien." said Luka offering his hand. Adrien took it and Luka pulled him up.

"Thanks, uhh." Adrien began but didn't know Luka's name

"Luka." said Luka introducing himself.

"Thanks Luka." finished Adrien

"Is the compass going crazy?" teased Alya as she whispered into Marinette's ear. Marinette look between Adrien and Ben who was sitting on a box.

Before Marinette could respond Anarka approached them from behind "You know matey, sometimes disorder can be a good thing, if this keyboard hadn't been lying around, we wouldn't have gained us a keyboard player."

* * *

Later that night everyone had set up all of the instruments and stage set on the boat and were ready to play.

"Evening everyone, our name is Kitty Section. One, two, three." said Rose who was the lead singer.

Kitty Section starts playing their song. Somehow Rose was singing in a deeper voice "I love unicorns, I love unicorns, and cute little fluffy cats."

Ben, Marinette, Alya, Anarka and Gwen were the audience. Everyone was sitting on boxes or some chairs they found within the mess on the houseboat.

Gwen sat by Ben and asked "So what was up with you being Upgrade earlier?"

Ben sighed and answered "You remember that when I had possessed Rojo as Upgrade before I had seen Vilgax in that dream void place."

Gwen nodded and Ben continued "Well it was like that but instead of Vilgax it was Hawkmoth." Gwen gasped. She looked around to see if anyone else had heard them but the sound was drowned out by the loud music.

"Does he know who you are?" asked Gwen

"No. But he definitely knows that all of my aliens are just me." answered Ben

This left Ben and Gwen a little uneasy. As they were discussing this between themselves they hadn't noticed Marinette giving Ben the same dreamy stare she usually gives Adrien.

* * *

**Whew I really rushed this chapter through. I don't mean that I just made it super fast but I mean I worked twice as long as I normally do so that I will have more time to work on the Halloween special chapter that I will release next and hopefully if I got myself enough time will release on Halloween so next chapter should release early! Also Marinette's crush on Ben will be like in the show where she has a crush on Luka and Adrien but Ben takes Luka's place in that. Please review, fav, and follow and stay up to date on my profile so you'll know if there are any delays in chapter posting.**


	16. Halloween Special

**The akuma in this special chapter was created by Mademoiselle-Star2018. Whilst I did make a few changes to it she created it so all credit for the akuma in this goes to her.**

* * *

It was a dark night in Paris. There was hardly any moon light in since the dark clouds blanketed the night sky shrouding the moon from view.

Ben and Gwen were on the streets of Paris and to them it looked similar to Halloween despite it being the middle of April.

Chloe was throwing a party for the whole class tonight but everyone knew she was only doing it just to ensure that Adrien stays her friend since they had been arguing more often than usual lately.

Regardless Ben and Gwen decided that they wanted to go since they had never been to a Parisian party before. However there was one catch. It was a costume party and they didn't have costumes.

Gwen wanted to make them costumes with her magic but couldn't figure out the spell and Ben didn't want to let her test it out on him since the last spell she used on him made him sick.

So that was why they were on the streets of Paris at night searching for a costume shop with no luck.

"Sure we can't just make costumes or not go?" asked Ben

"Well I offered to try with my magic but you said no so now here we are out here in the middle of the night." said Gwen.

"Can't we look around tomorrow then." said Ben

"No time tomorrow's a school day and the party starts two hours afterwards at sunset. We would never make from wherever a costume shop is to the Bourgeois hotel soon enough and that is if we find the store." said Gwen

Ben was about to speak up but Gwen shot him down "And using the Omnitrix is likely to not work since you still don't always get the alien you want." Ben frowned and crossed his arms at that.

Eventually they did find a costume shop and bought costumes but to them the costumes felt kinda bland. Gwen got a witch outfit but it was so blank. The costume was just a black dress and witch's hat. Ben got a skeleton costume which he liked the mask since it covered his whole head and face. But the costume itself felt like it was missing some design features like the rib cage was missing 2 ribs, No back design, and the costume had no gloves.

Those were the best costumes that they could find so that's what they bought and went home with.

* * *

The next day at school Ben and Gwen were both tired. Ben was actually just extra tired since he usually tried to sleep through class but this time he was actually sleeping though chemistry.

Gwen could barely keep her eyes open but was technically awake but not paying attention. Of course Fate decided to target Ben when he was at his weakest. Ben was awoken by a slap to his shoulder from a long wooden ruler.

"Ow!" said Ben rubbing where his shoulder had been struck.

"Mr. Tennyson. Falling asleep in my class is unacceptable and if it happens again you'll be sent to the principal's office!" warned Ms. Mendeleiev.

"I wasn't sleeping!" Ben said denying the fact that he was.

"Well then if you weren't asleep then what was if the difference between covalent bonding and ionic bonding hmmm?" asked Ms Mendeleiev.

"Uh um Covalent bonding... uh... sounds way cooler." said Ben. Everyone laughed at that except Gwen who was still struggling to stay awake.

"Wrong!" yelled Ms. Mendeleiev slapping Ben's other shoulder with her wooden ruler. "Ow hey cut that out." said Ben.

Ms. Mendeleiev ignored Ben and continued to teach the lesson on chemical bonding.

* * *

After class Ben and Gwen were approached by Marinette and Alya.

"Hey you two okay? Because you both seem awfully tired." said Alya

"Yeah we're fine. It's just we were up till 11 pm looking for costumes for Chloe's party tonight." yawned Ben

"Oh well you two just should have asked us we could have recommended a place for you or Marinette could have made you both costumes." said Alya gaining an embarrassed blush from Marinette.

"Well it's alright we'll just go in the crummy costumes we did find." said Gwen yawning

"Crummy? Why what's so bad about them?" asked Marinette.

"Well Gwen's is supposed to be a witch but looks more like a black dress with a witch's hat and mine is supposed to be a skeleton but is missing some back design, 2 ribs, and gloves." said Ben

"I...I... I could improve the costumes if you'd like me too." stuttered Marinette getting quieter as she spoke due to her nervousness.

"You can do that?" asked Ben

Alya could tell Marinette was gonna stutter or ruin the thing so she intervened "Yeah Marinette is a great designer. She can design anything, clothes, hats, designs, you name it!" Marinette sheepishly smiled at that.

"No sorry what I meant is you can do it before the party starts?" asked Ben

Marinette hadn't thought of that when she had mumbled it but of course her Marinette luck kicked in "Yeah of course I can. I've made whole dresses in just a few hours so how hard could adding a little onto some costumes be."

"Well if you're alright with it then we'll be by your place after school with the costumes." said Gwen

"Yeah of course. It's what friends do." said Marinette.

Ben and Gwen thanked Marinette and went to their next class leaving a waving Marinette standing there in a sort of daze she usually only gets around Adrien.

"Girl you have got to get a grip on your tongue before you take on a super difficult challenge like that." said Alya

"Its fine Alya the party doesn't start until six and school gets out at three." said Marinette confidently

"Um Marinette the party starts at five. Two hours after school ends." corrected Alya.

Marinette's confident face turned to one of fear and anxiety.

"Oh no no no no!" I need at least an hour for each costume to make some minor edits without rushing it. And rushing it could damage the costumes!" exclaimed Marinette.

"Oh Marinette relax if anyone can do it it's you." said Alya as she walked with Marinette to their next class.

* * *

**After School...**

Ben, Marinette and Gwen walked out of school together and down to Marinette's home. They had texted Grandpa Max about it and he had agreed to pick them up and the drive them to the party. Ben also had stored the costumes in his backpack since he rarely ever used that space.

When they got to Marinette's place Ben and Gwen were surprised at what they saw. A Bakery was her home.

"Uh Marinette this is a bakery." said Ben

Marinette giggled at that and replied "Well I live in a bakery my parents are bakers after all." Ben blushed in embarrassment at that. He mentally punched himself at not picking up on it earlier.

The three followed Marinette into the bakery to be greeted by a large man in a baker's outfit. He had a mustache and big arms.

"Marinette! So glad to see you Sweetee. Oh where are my manners welcome you two must be friends of Marinette. I'm her father Tom" greeted Tom shaking their hands. Ben and Gwen introduced themselves to him and then to Marinette's mother Sabine who walked in a moment later.

The four of them began talking about how things were going when Marinette interrupted "Uh Mom Dad we really need to get started on the costumes."

"Oh you're so right Sweetheart. Go on up to Marinette's bedroom it's the top room through the trapdoor." answered Marinette's mother Sabine. Ben and Gwen then followed Marinette up to her bedroom.

Pink was the first thing to come to mind upon entering the bedroom. There was a lounge chair, designs taped to the wall above her desk and a double decker bed which led up through the skylight to the top floor which was more of a balcony.

"Wow" thought Gwen as she looked around the room and noticed some spots that looked as if something had been taped to them. She saw one picture of Adrien that looked loose but not down. Gwen then knew that someone had taken down the pictures Marinette had of Adrien up in her room prior to them coming. So Gwen grabbed that last picture and stuffed it under the lounge cushion knowing Marinette wouldn't want Ben to know of her crush on Adrien.

Whilst Gwen was stuffing the picture Ben and Marinette had made their way over to her design table which was filled with Marinette's designing tools and sketches. Ben unloaded the costumes from his backpack and placed them upon the desk. He left out his mask since he liked it the way it was.

"Ok so Ben what would you like me to add?" asked Marinette.

"Well two extra ribs, some bones on the back and some bone gloves if possible." stated Ben. Marinette took note of this in her notebook and turned to Gwen to see her stuffing the picture under her lounge chair. Marinette mentally thanked Gwen and then asked "So Gwen what do you want changed about your costume?"

"I would like some purple outlines around the rim of the hat and edge of the dress. As well as maybe a wand if you can." said Gwen. Marinette mentally sighed in relief at that since she was basically asking for only a few changes which she could do easily.

"Alright I'll get to work. The two of you can help by giving me the materials and crafting tools I ask for." explained Marinette. So for the next hour and 47 minutes the three of them worked together improving the costumes.

By the time they were done the costumes looked great. Ben had the back side of the costume he had wanted, the extra ribs but they ran out of time on the gloves so he had plain black gloves which he was ok with. Gwen got everything she wanted on hers but the wand was missing some design to it which she was ok with since they had to work fast but precisely to get the costumes done without tearing them.

"You two look great." complimented Marinette

"Well we wouldn't look so great if it weren't for you." said Gwen. Marinette smiled at that.

Just then Ben and Gwen got a text alert on their phones. Grandpa Max was there to pick them up and take them to the party.

"Well time to go. Marinette want to come with?" asked Ben.

"Wha wha... Me? Course of want no... gah I mean yes I mean no I mean" Marinette took a deep breath and sat on her lounge chair then replied "No you two go on Chloe doesn't really like me and I don't want her to ruin my night."

"Marinette, Chloe doesn't like anyone except Adrien and the only reason she's throwing this party is just to be sure he stays her friend." said Ben

"Yeah Alya told me she did that before just to be friends with Adrien again and she had to be super nice to everyone." added Gwen

"So we're kinda hoping to take advantage of that." said Ben

Marinette though to herself. Whilst she did want to spend time with her friends she didn't really want to be around Chloe and last time she threw a party like this her butler was akumatized.

"Oh also all of our friends will be there. Alya, Nino, Adrien." Gwen made sure to put emphasis on Adrien. When Marinette heard that she shot up and exclaimed "I'm in!". Marinette then rushed to her closet and began tossing clothes out of it in search of a costume. After about ten outfits were thrown out she pulled out a dress that looked like something one would wear to prom.

"Does this look like a princess costume?" asked Marinette showing the dress to Ben and Gwen

"You can pass it off as one. But is it made of expensive fabric?" asked Gwen

"No despite its appearance it isn't. I made it off of one of my sketchbook designs as a prototype to practice making formal clothing. So I didn't use anything but standard store bought cloth and no silk or other expensive fabrics." answered Marinette

"Cool put the dress on and lets go." said Ben opening the trap door and going down to meet Grandpa Max.

"We'll meet you in the Rustbucket." said Gwen following Ben down the ladder.

Marinette changed into her dress in her bathroom and went down to join them when she realized something "What's a Rustbucket?". She hoped they were just waiting for her outside so after a quick goodbye to her parents she went out the back entrance to find a worn out looking RV parked on the side of the road with its door open. Marinette saw Ben inside waiting for her.

"Come on in." said Ben motioning for her to enter. Marinette did so and was surprised to see that they lived in an RV.

"Wow. I've didn't know you lived in and RV." said Marinette looking around the interior.

"Well usually it's only our summer home since we travel with our Grandpa Max every summer but we decided to take out Summer Vacation early in Paris this year." said Ben closing the door behind Marinette.

Grandpa Max started the Rustbucket and they were on their way to the party at the Grand Paris Hotel.

* * *

They arrived 3 minutes before the party's official start at 5. Ben, Gwen, and Marinette made their way out of the Rustbucket. Ben spoke to Grandpa Max prior to heading in.

"Remember Ben. I'll pick you all of you up in 2 hours. If you want more time at the party or wish to leave earlier just call or text me and I'll come pick you up then." said Grandpa Max.

"Will do Grandpa" said Ben giving his grandfather a hug before joining Gwen and Marinette inside.

The party was much like the previous one. However there was one major difference. Everyone was wearing a costume. The three friends looked around and saw Chloe was dressed in a super fancy yellow dress and appeared to be fuming next to Adrien who was wearing a costume based off of the Cat bot in Ultimate Mecha Strike 3 however he was holding the helmet between his left hand and his body.

"I don't get it Adrikins. I invited everyone to come in their best costume not these monster and freak disguises!" complained Chloe

"Chlo these are costumes." replied Adrien

"Those are not costumes. This is a costume." said Chloe pointing to her dress.

"Um Chloe that isn't a costume it's a dress." said Adrien trying to stifle a giggle.

"What no Adrien, Jean Clod told me that this is the definition of a costume and that everyone enjoys to have costume parties!" said Chloe getting angrier.

"Um Chloe I think your butler was just pointing to the closest thing to a costume in your wardrobe." replied Adrien.

"Grrr utterly ridiculous!" growled Chloe stomping away to blow off some steam.

Marinette, Gwen, and Ben snickered at Chloe.

Ben noticed there was a food buffet and excused himself to go help himself to it leaving Gwen and Marinette to hang out. When he got to the buffet Ben got himself a glass of punch and some chips to snack on. Ben then went and sat down at an empty table.

Ben got up to go look for Gwen or Marinette when Nino who was Dj'ing for the party made an announcement.

"Alright peeps, now it's time for the couples dance part of the night." announced Nino as he switched the song to a more romantic one. Ben wasn't happy about that since he had wanted to (casually) dance but he decided he could play Ultimate Mecha Strike 3 on the TV instead.

When Ben tried to get through the crowd to the TV from his table he had to dodge around all of the couples dancing which took him awhile. After he did eventually make it to the TV he found that there was a long line to play video games on it. Ben sighed in disappointment and looked around for other things to do.

He saw Adrien being swarmed by girls who wanted to dance with him, a ball pit, and Marinette and Gwen chatting in the corner of the room. Seeing as hanging out with them was probably the only thing he could do Ben began to make his way over to them only for the lights to shut off.

People began to panic until the lights came back on but this time green. After that there was a howl from atop the DJ stand. The howl drew everyone's attention onto the beast that was there. The beast was a werewolf with brown fur, black pants, glowing purple fangs and beady yellow eyes that looked ferocious. In its claws was what appeared to be a ray gun of sorts.

Someone in the audience shouted up to the Werewolf "Awesome costume man!" The Werewolf's eyes narrowed at that person and it roared back "I am not in a costume! I am Transylvanian and unless you all turn over the ones that scared me I will make you all my minions!" The voice sounded like a deep but female voice. Transylvanian aimed her blaster at the one who shouted and fired it at him. In a flash of red light he turned into a Werewolf as well and kneeled to Transylvanian.

Everyone began running away and screaming now. Ben knew this was an akuma. He looked for a place to hide and transform but it was difficult to look through the crowds of panicked partiers trying to flee the building.

Transylvanian leaped into the air and blocked off the exit turning the front of the crowd into werewolves as well. "No one leaves until I have my revenge on the ones who wronged me!" boomed Transylvanian as her new minions rose and faced the crowd growling at them. "Restrain everyone and bring them to me for conversion!" ordered Transylvanian. The Werewolf minions did so by grabbing hold of people and bringing them kicking and struggling over to Transylvanian who then converted them into Werewolves with her ray gun.

Ben knew he had to intervene soon so he pushed through the crowd of people now fleeing in the opposite direction of where they tried to leave and. Ben then ducked underneath a table to transform but found Marinette and Gwen underneath. "Gwen, Marinette?" said Ben shocked to see them.

"Ben thank goodness they haven't grabbed you." said Marinette hugging him but then blushing and removing herself from him. Ben blushed at that to but brushed it off as her just caring.

"We need to find a way out of here." said Ben.

"We should go now before the army of werewolves grows to large to escape." added Gwen

Ben and Marinette pulled the tarp that was on the table up a bit to peak out. They saw that most people couldn't get away since the werewolves were multiplying and their numbers were only growing. They were also both thinking how they could get away from each other in order to transform.

"Stop! Werewolves come to me!" ordered Transylvanian. All of the werewolves complied with the command. As Transylvanian outlined her entire plan like "capture anyone who isn't a werewolf", "Attack any superheroes.", " Bring me the one who scared me so". Ben saw this as an opening to escape. He grabbed Gwen and Marinette's hands pulling them out from under the table and to an emergency exit.

They burst through the doors and slammed the doors behind them. "Whew. Everyone okay?" asked Ben panting.

"Yeah we're good." said Marinette.

"Alright. You two wait here. I'll go back in to look for more people to save and bring them back to this emergency exit." said Ben. As he tried to go back in a hand grabbed his shoulder. Ben turned to see Gwen holding him back.

"You're going to need someone to have your back Doofus." said Gwen

"Alright. Marinette stay here where it's safe." said Ben as he and Gwen went back inside.

Marinette didn't want to leave him but she knew Ladybug was needed so she said once they were gone "Tikki Spots On!"

Ben and Gwen went into a janitor's closet to transform.

"Ow your elbow is poking me!" Complained Ben.

"Well your knee is poking me!" complained back Gwen.

"Let's do this one at a time then." said Ben stepping out of the closet. A pink flash later and out stepped Lucky Girl. Ben went into the closet closing the door and a flash of green light followed but he didn't come out.

"Uh Ben you ok?" asked Lucky Girl. She opened the door to find Four Arms being squished between the walls due to his own large size.

"A little help." said Four Arms.

* * *

As soon as the akuma had appeared Adrien ditched the crowd of scared partiers by running the opposite direction of them and to the restrooms. He ran into a stall and shut the door as Plagg floated out from inside his pocket.

"A werewolf huh. Look like you'll have your work cut out for you this time kid." said Plagg

"As long as Ladybug's by my side we can't lose. Plagg Claws Out!" said Adrien transforming into Cat Noir.

Cat Noir gazed down at the reception area from the second floor currently unseen. He saw Ben, Gwen, and Marinette escape which had him feel relieved that some of his friends are okay.

Cat Noir knew he should stall for time in order for Ladybug to come up with a plan or at least to distract Transylvanian from increasing the size of her army. So recklessly he stood up on the railing and announced himself with a pun "You know it's unpawlite to brainwash people."

Transylvanian stopped her conversion of the partygoers into Werewolves. "Cat Noir give me your miraculous and I will spare you from joining my pack." offered Transylvanian.

"Ooh tempting offer but I'll have to pass." replied Cat Noir leaping off of the bannister and to the foot of the stairs in a fighting pose.

"Seize his miraculous!" commanded Transylvanian. Her army howled in compliance and charged at Cat Noir. Cat Noir leapt, hit, and spun his staff to avoid being caught. He knew he couldn't keep it up forever so he hoped help would arrive soon.

Fortunately for Cat Noir help did arrive. Just not the help he was expecting. "Errrargh!" grunted a strange voice from a red four armed alien as it rammed through the werewolves lines and began tossing them around like rag dolls.

"Woah who are you?!" asked Cat Noir clearly impressed by his muscles.

"Name's Four Arms an-DUCK!" shouted Four Arms. Cat Noir barely reacted in time for if he hadn't a werewolf would have clawed his head off. When the werewolf landed on the ground. It prepared to pounce again only to be hit by a pink blast and knocked unconscious.

"One down a million to go." said Lucky Girl as her glowing pink fists radiated mana.

"Fools! You think three of you can defeat my pack!" growled Transylvanian.

"Count again!" said Ladybug swooping in beside Cat Noir.

"Always glad to see you M'lady." said Cat Noir

"You to Kitty Cat." replied Ladybug.

"Werewolves! Bring me their miraculous!" howled Transylvanian. The wolves gave a battle howl and charged at the four heroes. They all braced themselves for the oncoming wave of werewolves coming straight for them.

Four Arms was the first to land a hit grabbing one and throwing it at the others, Then he began punching and throwing them off of himself. Ladybug spun her yoyo to deflect the werewolves and act as a shield. Cat Noir hit and spun his staff at the wolves as well as some acrobatics to avoid being clawed. Lucky Girl created a mana wall and then sent it forwards like a bulldozer smashing into the werewolves.

Whilst the fight was going on Ladybug continued to defend herself from the wolves but also trying to determine where the akuma is. She assumed it was the ray gun since that was what converted everyone.

"I need an opening to Transylvanian!" said Ladybug.

Four Arms heard this and began charging straight through the werewolves paving the way to Transylvanian. Ladybug followed this path to Transylvanian. She threw her yoyo at Transylvanian who caught it and pulled on it forcing Ladybug with it. Transylvanian then hit Ladybug with the brunt of her arm like a baseball bat sending her flying across the room with her yoyo in Transylvanian's hands.

"Ladybug!" cried Cat Noir. He leapt away from the werewolves to where Ladybug had fallen. "M'lady are you okay?" asked Cat Noir

"Yeah I'm fine. Oh no she has my yoyo!" exclaimed Ladybug pointing to her yoyo in Transylvanian's grip.

"Face it you're doomed!" taunted Transylvanian dangling the yoyo from her claws. Four Arms was being overwhelmed with werewolves and Lucky Girl was in a shield bubble she created to protect herself from the hoard of werewolves.

"Not yet. Cataclysm!" shouted Cat Noir slamming his fist upon the floor. Black cracks began to spread through the floor. Everyone paused in fear and suspense until the floor gave way dropping everyone into the Hotel basement. The Hotel basement was basically just stone grey walls with very little lighting and a lot of cleaning supplies so Cat Noir inferred this was where they kept all of the cleaning supplies.

Lucky Girl was the only one not stunned from the story drop because she was in her protective mana bubble. She disbanded the bubble and created two energy whips which extended toward Transylvanian. The whips became claws and grabbed Ladybug's yoyo and Transylvanian's ray gun. Pulling both to her Lucky Girl tossed the yoyo back to Ladybug who now getting back up along with everyone else grabbed it. Lucky Girl then tore the ray gun only for nothing to flutter out.

"If the ray gun isn't the akuma then what is?" asked Lucky Girl.

Transylvanian sneered and then howled. As she howled her purple fangs glowed brightly and a new ray gun formed in her grasp. Seeing this Ladybug realized the akuma was in her teeth.

"Everyone the akuma is in her teeth!" exclaimed Ladybug.

"You will all now join me as a part of my pack!" said Transylvanian aiming her weapon at Ladybug who rolled away and then threw her yoyo in the air with "Lucky Charm". What fell into her hands was a bottle of super duper strength glue.

"Are you going to stick all of the werewolves together?" joked Cat Noir

"Glue what am I supposed to do with this?" wondered Ladybug looking around the room she saw Transylvanian's fangs, her yoyo, Four Arms, and a cloth on a cleaning cart.

"I have a plan. But I'll need Four Arms and one of the cleaning cloths." said Ladybug. Cat Noir and Lucky Girl didn't question her bizarre requirements and went to get them.

Four Arms after having gotten up along with the werewolves was now fighting them all off again. He tossed a cleaning cart at some but the dodged and went around it. He then broke off a chunk of the stone floor and tossed it at them hitting directly and trapping a few of them but most of them were still on him until Lucky Girl came in. She through as many mana bolts as she could striking each and everyone of the werewolves whilst Ladybug distracted Transylvanian.

"Thanks." said Four Arms throwing the last werewolf off of himself.

"No problem but Ladybug needs you for her plan." said Lucky Girl.

"What's the plan?" asked Four Arms

Lucky Girl wanted to respond but had no clue what the plan was except that it needed him and a cleaning cloth with super duper glue. "I don't know but I know she has a plan and usually they're crazier or more complicated than this probably is." said Lucky Girl as she and Four Arms went to help Ladybug.

Cat Noir got the cloth easily and took it back to Ladybug whilst Lucky Girl held off Transylvanian.

"Ok I got the cloth." "And I'm here" said Cat Noir and Four Arms "So what's the plan?" they both asked.

"You'll see." said Ladybug taking the cloth and applying the super duper strength glue to it.

"Ok Four Arms I need you to try to restrain Transylvanian." said Ladybug.

"On it." replied Four Arms as he then turned and went to aid Lucky Girl.

Just then Cat Noir's ring beeped and Ladybug's earrings "Let's hurry." said Cat Noir.

Cat Noir then joined the fray. Once he did join Transylvanian was having trouble keeping up with them. She continued to fight despite when she evaded one attack she was struck with another and sooner or later she knew she would be defeated unless she did something.

"OWWWWOOOOOOOOOOO!" Howled Transylvanian. Much like Blitzwolfer's howl her howl was sonic but affected everything in front of her which in this case were the heroes minus Ladybug who was waiting for the moment to spring her trap.

"That's it! I'm growing tired of this." said Four Arms getting up and charging straight towards Transylvanian. She only smirked at that (in a weird wolf way) and fired her weapon upon Four Arms.

Ladybug thought that would turn him into a werewolf but it did nothing to stop his advance. Transylvanian's smirk quickly disappeared as she was tacked by Four Arms. He grabbed her arms with his top arms and her legs with his bottom pair of arms. Four Arms brought her up as Transylvanian was gritting her teeth and struggled for freedom from Four Arms's grip.

"Whatever you're going to do. Do it now!" exclaimed Four Arms as he was starting to have trouble keeping Transylvanian restrained.

Ladybug had also glued the opposite end of the cloth to her yoyo and when she flung the yoyo the cloth flung with it. She aimed directly for Transylvanian's teeth and thanks to her magic guiding her aim it hit directly to the teeth. She then pulled but wasn't strong enough to force the teeth out of Transylvanian's mouth.

"I could use some help." grunted Ladybug as she continued to pull on the teeth.

"We got your back" said Lucky Girl as she and Cat Noir grabbed onto the yoyo's string and pulled with Ladybug.

"PULL!" said Cat Noir as everyone was pulling. The teeth finally came out of Transylvanian's mouth with her howling in pain. Everyone stopped pulling and Four Arms let go of Transylvanian who fell to her knees.

Lucky Girl blasted the teeth to pieces with a mana blast and a purple butterfly fluttered out of the teeth.

Ladybug unclasped the outer shell of her yoyo which caused the cloth to get the glue removed (somehow it's magic). and captured the akuma in it and she released it to fly out of the basement.

She grabbed her glue bottle and used it to perform her miraculous ladybug power to fix everything.

When that was all over everyone was returned to normal including Transylvanian who turned into a girl with a vampire costume and fake fangs. Ladybug walked up to her and handed her the fangs back.

"It's ok now. You were akumatized by Hawkmoth but you're safe now." said Ladybug.

"Oh no! I shouldn't have let them scare me. If only that werewolf costume my friend was wearing didn't scare me." cried the girl. Ladybug comforted her for a moment but with a beep of her earrings she knew she had to go.

"Pound it guys?" asked Cat Noir holding his fist out. Ladybug put her fist in followed by Lucky Girl.

Four Arms was going to but then froze for a second not sure which hand to use since he had four. He just chose the top right one though.

"Pound It!" they all said as they then went their separate ways to transform back into their civilian selves.

* * *

After the akuma werewolf disaster the party immediately resumed but with some non romantic dancing which Ben enjoyed. When the couples dance did resume Ben went over to the TV to play Ultimate Mecha Strike 3 on it. Fortunately the firght of the akuma had scared the line away and no one returned to the line so Ben had it all to himself.

Ben got sick of playing against the AI quickly and no one else was playing so he left to get some punch. Ben checked the time on his phone. It was 20 til 7 so he had twenty minutes until Grandpa came to pick them up and take Marinette home. He saw everyone doing their couples dance so Ben just put his mask on hoping it would signal that he didn't want to dance and made his way through the crowd for Gwen.

Ben didn't find Gwen but he did see Marinette standing in a corner looking glum. He went over to her with a cup of punch.

"You look like you need a pick me up." said Ben through his mask.

Marinette didn't recognize him but accepted the punch anyways.

"Thank you" she replied still seeming kinda down.

"Hey what's wrong?" asked Ben

"Its..." Marinette wasn't sure why she was going to say this to some stranger (or so she thought) but she did "The guy I like is sorta dancing with another girl." said Marinette as she saw Adrien dancing with Chloe but not really enjoying it. Ben hadn't picked up on her looking at Adrien and out of pity he offered "Want to dance with me then?"

"You I uh... Me no I mean... uh sure." stuttered Marinette taking his hand out onto the dance floor.

Ben danced the cotillion Gwen had taught him 3 years ago and Marinette tried to follow along. She was keeping up well and was actually enjoying the dance.

Marinette felt her stress melt away at the dancing like it had when she had danced with Adrien here at Chloe's last party. The though returned to her head and she had to know. "I never got your name." said Marinette.

Ben was surprised she hadn't recognized his voice. "Uh Marinette it's me Ben." Ben stated removing his mask.

A crimson blush came to Marinette's face. "Oh my gosh I'm so sorry I didn't recognize you Ben. I didn't know you had a mask too." said Marinette

"It's ok besides I'm not much of a dancer want to do something else?" asked Ben.

"Yeah what did you have in mind?" asked Marinette

"Well Ultimate Mecha Strike 3 is free to play so I thought you might like to play with me. That is if you like video games." said Ben

"Ultimate Mecha Strike 3 is my favorite of course I'll play." said Marinette with glee.

The two then went over to the vacant TV area and played Ultimate Mecha Strike 3.

Their dancing had been observed by Gwen and Alya.

"You know I'm starting to think Ben goes better together with her than Adrien." said Alya

"Ben's not ready for dating yet trust me." replied Gwen as the two were watching them play video games.

"Why not?" asked Alya

"Cause he's still Doofus." answered Gwen.

The two both laughed at that as everyone enjoyed the rest of the party.

* * *

**6000 words long so this was a double length special chapter which took a lot of effort just to finish in time. Once again thanks to**** Mademoiselle-Star2018 for letting me use Transylvanian. I will be taking a break from writing for a bit. I think I'll just take a week off then get back to it and maybe also Thanksgiving once that comes around. Anyways I really hope you all enjoyed this chapter because it was exhausting to make in less than a week so I hope my effort was worth it. Also great news this story has surpassed the original version in favs, reviews, and follows so thanks again for all of that. I really want to do something special once we reach 100 of all of them but am not sure what yet. If you have any ideas you can message me?**


	17. Chapter 17

**Over 100 follows! Yeah! Lets make it over 100 favs and reviews too! Also I would like to remind everyone that I want to do something special once we reach 100 ****favs, reviews, so message me what you think I should do.**

* * *

Everyone at school was talking about it as Ben and Gwen walked into the classroom about a minute or two early. Ms. Bustier's birthday which is today was the topic on everyone's minds. Ben and Gwen were a bit confused at this since in america students never talked about teacher's birthdays unless they really liked the teacher a lot. They also especially didn't get their teachers gifts.

Ben went up to Alya and asked her "Why is everyone talking about the teacher's birthday?"

"Um because it's her birthday Ben. Why else?" replied Alya

"Well in america students don't really celebrate teachers birthdays other than saying happy birthday so it just seems kinda strange that every student is getting the teacher a gift. Especially since she makes us do school work." said Ben

"Ben you don't get it. She is our teacher and has been giving most of us a great education for years." answered Alya

Just then Marinette joined into the conversation. "You don't give teachers gifts on their birthdays? Why?" asked Marinette.

"We just don't in america. It tends to be more professional and less friend like there." answered Gwen

"That and I've never liked a teacher before. Ow!" said Ben getting elbowed in the shoulder by Gwen.

Ms Bustier entered that classroom and everyone started to give her their presents.

"This is for you!" said Alix giving Ms Bustier her present

Rose placed her gift on the pile "Happy Birthday, Ms Bustier!" she said

"Oh! Thank you!" Thanked Ms Bustier to all of the students that gave her a present

"Happy Birthday, Ms Bustier!" everyone except Ben and Chloe said. Ben got elbowed by Gwen again because of that.

Ms Bustier not noticing Ben and Chloe not wishing her a happy birthday thanked everyone "Oh, you're all so sweet!"

Ms Bustier then proceeds to begin openning her presents and chooses to open Marinette's present first.

"Marinette made that one." said Alya

Ms Bustier takes Marinette's present out, glances at it, and makes a surprised face at seeing Marinette's message having been scribbled over, with a crude stick figure of Marinette above what used to be the message.

Seeing the reaction, Marinette gasps, gets up from her seat, retrieves her present, and looks at it.

"What..? I know you did this, Chloé Bourgeois!" Yelled Marinette being accusatory

Max checked his phone and somehow calculated the odds of Marinette being right and said "A 99.56% certainty."

Everyone then began to get angry with Chloe until Ms Bustier stepped in."Calm down. We don't want to get upset on my birthday, now, do we?" said Ms Bustier taking the present from Marinette and adding "Well, I think this present is wonderful. It'll be my new cosmetics bag! Then I'll be able to think of both of you every time I use it."

"What? You're not gonna let her get away with this?!" exclaimed Marinette.

"That girl is worse than Hawk Moth!" yelled Alya

"At least half the city has gotten akumatized because of her!"said Alix

The whole class began to start loudly talking and raging at Chloe minus Sabrina, until Ms Bustier clapped her hands.

"Students, please, calm down now!" says Ms Bustier getting silence from everyone except Ben but Gwen slapped her hand over his mouth.

"The classroom is not a place for insults and defamation! Marinette, would you come with me, please?" stated Ms Bustier.

Hearing this made Ben more upset than everyone except Marinette because none of this was defamation and everyone knew it was true.

"W-What?" says a shocked Marinette

Ms Bustier opens the door motioning for Marinette to follow her. She then said "Alya. I'm relying on you to make sure things don't get out of hand while we're gone."

Alya reluctantly agreed as Marinette and Ms Bustier stepped out.

* * *

Whilst Marinette and Ms Bustier were talking Ben wasn't going to allow Chloe to evade being punished this time. So he stormed up to Chloe to confront her. Alya saw this and tried to hold him back and told him to stop but Ben was stronger than her and pushed through her.

"Chloe you're going to take responsibility for what you did or else!" growled Ben pointing his finger at Chloe

Chloe scoffed and said "Or else what?"

"Or else I'll make sure no one respects you ever again!" answered Ben

"Oh please everyone adores me." replied Chloe

"No one adores you except yourself!" said Ben

"Of course they do and you have no proof otherwise." responded Chloe standing up from her seat with her eyes now locked on Ben.

Gwen knew this wouldn't end well and pulled Ben to the back of the class but couldn't stop him from firing back "Everyone raise your hand right now if you adore Chloe!"

Chloe looked around the room and saw no one was raising their hand even Sabrina. Chloe glowered at Sabrina until she did raise her hand in fear. Chloe then began to look around at everyone else and saw no one else adoring her like she said they did.

"Raise your hands I know you all adore me!" ordered Chloe gaining no response from anyone except some angry glares.

"No one here adores or even respects you Chloe!" shouted Ben from the back of the room with Gwen embarrassed as she tried to calm him down

Chloe scoffed and replied "Well that's because you all are losers and peasants in comparison to moi."

"You are very wrong Chloe and from now on, everyone's going to hug and kiss and feel the love! Even you, Chloe!" said a green skinned woman entering the room. She also had a striking resemblance to Ms Bustier.

"Me?" said Chloe.

The akuma blows a kiss at Chloe that was visible. Chloe being the selfish coward she is, uses Sabrina as a human shield and the kiss imprints itself on her forehead.

"Oh! What is that thing?" cries Sabrina trying to wipe the kiss mark away

Zombizou strikes a pose, then reapplies her lip balm, trying to send another kiss. Before she could Ladybug appears and wraps her yo-yo around Zombizou's hand to stop her.

"Please, Miss Bustier! You've gotta snap out of it!" pleaded Ladybug

"I'm not Miss Bustier anymore! I am Zombizou!" growled Zombizou pulling on Ladybug's yo-yo, throwing her against the wall. Zombizou attacks, Ladybug dodges; the students hurry outside of the classroom, Adrien holding the door.

"Get out, quick!" said Adrien

Zombizou sends Ladybug a kiss but she slices it apart with her yo-yo as Adrien then shuts the door behind him.

Everyone begins running down the stairs to escape Zombizou except Sabrina who was limping.

"I...feel... It's suddenly gotten very warm in here. I don't know what's happening, I..." says Sabrina sitting and holding her chest.

Chloé walks up to Sabrina, stomping her foot.

"Unh! What is wrong with you?" said Chloe in her typical snobby tone.

The kiss mark on Sabrina's forehead suddenly disappears as she turns to Chloé. her eyes now glowing purple and changing her iris color.

"Chloé..." says Sabrina like she is in a trance

Sabrina jumps on Chloé, trying to kiss her but Chloé holds her head away from herself.

"Ugh! Get away from me!" complained Chloe trying to get her off.

Adrien pulls Chloé out from under Sabrina and Ben hold her. Sabrina tries to escape and get towards the other students but Ben's grip is strong.

"Any ideas on how to stop her." said Ben as Sabrina's struggle kept getting stronger and harder to fight without his powers.

Gwen stood behind everyone as they tried to figure out what is wrong with Sabrina. Gwen's eyes glowed pink as she scanned Sabrina's mind only to find it was fine but it was like it was turned off and some sort of instinct was in control.

"Everyone get out of here I've got her!" said Ben. Everyone heeded that command except Gwen who said "I'm not leaving you."

"Neither are we!" said Ivan as he, Adrien, and Mylene didn't leave with everyone else.

"Great some one open a closet so I can stuff her in there until we can cure whatever is wrong with her." grunted Ben as his muscles began to tire as Sabrina continued to try to break free and saying "Kiss and Kissou!" mindlessly.

They all went into an open classroom and tried to stuff Sabrina into a closet but Before they could she broke free from Ben at the last second and tackled him like she did Chloe placing Ben in the same position Chloe had been in earlier.

"Get Off!" said Ben kicking Sabrina off of himself and into a desk.

Sabrina got up like she was never hurt and tackled a defenseless Mylene and covered her in kisses

"Mylène! cried Ivan pulling Sabrina off of Mylène "Are you okay?" he then asked Mylene.

Mylène shows a kiss mark on her cheek and said "I feel...feverish... I can't—" The kiss mark disappears, and her eyes glow purple as she said "Kissou..."  
Adrien's eyes went wide as he realized "They're contagious! Don't let yourselves get kissed!" as everyone made their way out of the room minus Ivan who held them back at the cost of being kissed

"Kissou!" They all mumbled mindlessly as they kissed Ivan.

The students run up the stairs to the second floor, then up toward the library. Adrien looks back at Ivan for a moment to hear him say "Stop it! No, you're tickling me!

* * *

Ladybug is squaring off against Zombizou as Ivan, Mylène and Sabrina enter and run up to Ladybug trying to infect with with kissingitis

**"**Kissou!" They all mumble

Ladybug leaps away from them as Zombizou heads out the door.

"I'll leave her in your hands, my lovelies." Zombizou says as she begins to infect the rest of the school in search of Chloe.

After a few minutes Ladybug manages to tape them all to the teacher's desk and leaves the room only to find everyone in the school infected and coming for her. She swings away and searches the rest of the school for any survivors of the kissing plague.

Finding none in the cafeteria, basement, or any classrooms she moves onto the locker rooms with her yoyo at the ready.

"Anybody here?"called Ladybug hoping for the best.

A locker opens and Chloé emerges from it, and runs to Ladybug from behind saying "Ladybug!" only to get flipped over Ladybug and into a locker.

"Oops! Sorry! Uh... Reflex." apologizes Ladybug

"Ladybug?! Yeah! We're saved!" said Alya hugging Ladybug

Almost the entire class appeared including Ben and Gwen they all were happy to see Ladybug.

"Are you all okay?" asked Ladybug

"Looks like it." said Alya

"Uh... Adrien? He still hasn't come out of his locker." said Nino

Ladybug opens the locker Adrien is in to see him in there with his eyes closed

"Adrien?" she asked

Adrien slowly opens his eye lids and said sleepily "Kissy-boo..."

Ladybug instantly slammed the locker door on him at that. Most of the class started screaming attracting unwanted attention from the zombies outside. Ben rolled his eyes at that for he had seen much more scarier things than kissing zombies.

"Great you all just attracted the other kissing zombies." groaned Ben

"Adrien must have been kissed by Sabrina earlier." said Gwen as the kiss infected populous began trying to enter the locker room.

"We need to head to the roof!" said Ladybug.

"No I'll stay and slow them down you all go." said Ben

Ladybug blushed a little underneath her mask and then said "That is very noble of you but no one is being left behind here, especially since we don't have to leave you." she then held out her hand to Ben.

Ben mentally cursed his luck and knew he should have hid away from everyone else. Ben took Ladybug's hand and she took everyone up to the roof to get to safer ground.

* * *

Ladybug was checking the news with her yoyo whilst Ben and Gwen were working out a plan to separate themselves from the group. Cat Noir had also recently showed up and was observing the news as well with Ladybug.

"So how are we going to get out of this?" asked Ben

"You've been at this longer than I have so I was hoping you knew." replied Gwen

Ben looked over the edge of the roof to see the zombies trying to crawl up.

A fight broke out between the survivors and Chloe.

"Chloé! Hunh! Always Chloé! You only think about yourself!" accused Alix

"I don't know why we don't just give them what they want." said Alya with agreement from Nino.

" Is it my fault if I'm better than all of you?" scoffed Chloe

"Guys let's not turn on each other here." said Gwen blocking everyone off from Chloe who was getting close to the edge.

"Yeah I mean just because she deserves it doesn't mean we should shove her off." said Ben gaining a glare from Gwen

" Sorry to disappoint you guys, but Chloé doesn't deserve to get hit any more than you." Added Ladybug gaining a smirk from Chloe

"Actually..." said Ben who got elbowed by Gwen.

Ben ignored the elbow and added "Chloe does deserve it but adding another zombie to their horde will only hurt our chances of getting out of this."

"That and we need her as bait to lure Zombizou when the time is right." said Ladybug

"Uh Thanks?" said Chloe unsure if to accept the reasoning for sparing her or not.

Suddenly Rose shouted "Their coming!". The horde of love zombies were using each other as stairs to boost themselves up to the roof. Although they were moving slowly and they had less than a minute before they made it up.

"We've gotta evacuate! Over there! Cat Noir, do you know how to drive?" said Ladybug looking at a bus

"You should know the answer to that, M'Lady. I can do anything." replied Cat Noir

"Kitties first, then." said Ladybug

Cat Noir leaps into the air, and spins his baton landing on the bus . He extends his baton back to reach the school's rooftop, and throws his belt to Ladybug. Chloé appears afraid to go on their make shift zip line.

"Ben and Gwen, you go first." said Chloe getting an eye roll from Ben.

Rose went first and was successfully transported to the bus. Then Juleka, Alya, Nino. As they all lined up to go some zombies tried to get through an open window. Ladybug blocked it off with her yoyo trapping them in but it meant she couldn't save everyone else from the zombies of love.

The zombies had just made it up to the roof by climbing on each other and were after Chloe. Max saw this and used himself as a human shield getting himself kissed.

"Max!" said Kim. He rushed over to Chloe and sent her down the zip-line leaving just him, Ben, and Gwen. Chloe overshoots her aim though and gets stuck at the end right above the kissing zombies.

Cat Noir jumps down from the bus, and starts waving his arms to draw attention away from Chloe.

"Yoo-hoo! Kissy-kissy-kissy!" taunts Cat Noir

Rose opens the bus doors, leaving the bus to try to save Chloe

"Rose, no!" said Juleka

"I can't just leave her by herself!" responded Rose as she went to save Chloe

Chloé falls down, and holds her shin blaming it on Rose and made her carry her back to the bus.

Whilst this was happening Kim sacrificed himself for Ben and Gwen however the zombies split up to get them all. Ladybug pulled Kim out of their grips dropping her window barrier allowing the other zombies onto the roof but it was too late. Kim was already infected and only had seconds before he got all kissy. Gwen creating a hard to see pink tripwire out of mana that tripped the zombies. This bought her and Ben some time but not much.

"Come on." said Ben grabbing hold of the extended staff.

"But there's no belt?" said Gwen

"Which is why we'll have to move over there ourselves." said Ben as he grabbed on and like monkey bars moved himself slowly across the staff towards the bus. Gwen followed his example despite the increasing difficulty to keep a grip.

They made it to the bus along with Ladybug and they tried to speed away from the zombies but the bus kept bumping and stoping every other second.

"I thought you said you knew how to drive!" exclaimed Ladybug

"I've mastered every car and racetrack in Extreme Racing 3, but there are no buses in that game." replied Cat Noir as the bus speeds up, outrunning the zombies.

In the back of the bus, Juleka and Gwen comforts Rose. Alix glances at Chloé angrily. Everyone else was standing or sitting in the front of the bus.

"Are you okay?" asked Juleka

"Yeah...just a close call, that's all." replied Rose not noticing the kiss mark on her leg.

Ladybug and Cat Noir decided to set course for the Eiffel Tower when suddenly Juleka screams, backing away from Rose.

Rose turns, revealing that she has been zombified. Chloé runs to the front of the bus, Rose following. Alix blocks Rose getting kissed in the process. Ladybug traps Alix, Rose, Gwen and Juleka in the back of the bus using her yo-yo.

"Kissou!" says Rose as she plants a kiss on Alix

"I totally trust you, Ladybug!" was the last thing Alix said

"Ogh! People need to stop invading my personal space!" complained Chloe gaining angry glares from everyone not in the back.

No one notices Zombizou following the bus.

* * *

When they got there everyone in the back had been kissed. Even Gwen. So they all evacuated (With Cat Noir carrying Chloe) the bus closing the bus doors behind them trapping the others inside and rushed into the Eiffel Tower.

Alya Desperately pushes the elevator button only for the doors to open and zombies to tackle her with kisses

Nino, Ben and Ladybug remove zombies from Alya and pin them down. Alya is covered in kiss marks.

"Oh no." was all Nino could say.

"There's nothing we can do for her. (enters the elevator, still carrying Chloé) Come on!" says Cat Noir entering the elevator with Chloe

"He's right. Just go, and save us all." says Alya

Ladybug enters the elevator but notices no one follows her. "Ben? Nino?" Nino tips his hat at Ladybug as a goodbye and a nod from Ben as The elevator doors close. "Ben! Nino!" cries Ladybug as the elevator leaves without them.

"Why'd you stay dude?" asked Nino

"To do this." said Ben as he smashes the elevator controls so no zombies could use the elevator. This wasn't really why he stayed but it was the best lie he could think of.

"Kissou." says Alya hugging Nino and Kissing him. The two zombies then turned towards Ben, ready to pounce on him with kisses.

Ben worked quickly and without looking, activated the Omnitrix, "I'll save you Gwen." was the last thing Ben sad before a flash of green light transformed him into an alien!

The flash blinded Nino and Alya's eyes and when they recovered their vision Ben was gone.

* * *

"Straight ahead. Gustave Eiffel's office! " said Ladybug as she, Cat Noir, and Chloe in Cat Noir's arms ran towards Gustave Eiffel's office only to find zombies on the outside of the elevator exit.

The heroes and Chloé are swarmed by zombies. Ladybug dodges evades them but Cat Noir has trouble since he is carrying Chloe. Cat Noir tosses Chloé just before he is pounced on by the zombies.

"Ladybug, catch!" shouts Cat Noir tossing Chloe

Chloé shrieks at being tossed, and Ladybug catches her, then throws her into Gustave Eiffel's office, locking the door behind her as she leaves to try to save Cat Noir.

Cat Noir is holding the zombies back but is covered in kiss marks.

**"**Cat Noir!" cried Ladybug

"I'll just stay here and chill, M'Lady. If we're going to end up kissing, then I'd rather do it after you save us, okay?" said Cat Noir

"No!" replied Ladybug

"You're the only one who can fix this for us. No arguing now!" finished Cat Noir before he falls down under the weight of the zombies. Ladybug runs off back to Chloe in the tower's office.

Inside Chloe is hiding under a table and all the zombies are crowding the windows along with Zombizou herself.

"Hand over Chloé and your Miraculous, Ladybug. Then I might just let you witness the final triumph of love!" shouted Zombizou

Ladybug was about to use her lucky charm when a raspy and creepy voice was heard.

"You call this love?! I call it brainwashing!" growled the voice

Zombizou looked around frightened but not cowering "Who said that?!" she demanded.

The source of the voice appeared suddenly and looked like a ghost. The ghost has a gaseous appearance and claw-like hands. He has grey skin with black lines running all over him. HE alos only had a single purple eye. There also appeared to be a symbol between the black lines on his chest. Ladybug recognized it as the alien hero's miraculous although it was really the Omnitrix.

"What are you?" said Zombizou failing to hide the fear in her voice.

"What do I look like? I'm a ghost! But you can call me Ghostfreak!" boomed Ghostfreak.

A purple outline appeared above Zombizou's face signaling Hawkmoth telepathically communicating with Zombizou.

"Zombizou don't let his ghost like appearance fool you. This is the bearer of a miraculous. One I also want!" said Hawkmoth

"If you want it you shall have it Hawkmoth." said Zombizou as the connection and outline dissipated. "I don't have time for you so I'll send my minions of love after you." said Zombizou to Ghostfreak. She directed many of her zombies to attack Ghostfreak and then went to fight Ladybug. Ghostfreak cackled in response as their attempts to kiss him just went through him, literally. He then began punching and forcing unconscious the zombies until he was struck by a pink disk in the back knocking him down.

Ghostfreak looked behind him to see Lucky Girl attacking him. The mana discs didn't really hurt him since he was undead but it was pushing him back.

"Gwen!?" exclaimed Ghostfreak, his one eye widening in surprise.

"Kissou." was all she said as she kept throwing discs at him.

Seeing a brainwashed Gwen made Ghostfreak furious. "How dare she use my family against me!" thought Ghostfreak.

He went intangible through the mana discs and appeared behind Lucky Girl hitting her in the back of the head hoping to render her unconscious. It didn't work, Instead she retaliated with a wind spell "Turbo!" shouted Lucky Girl however the wind spell drew Ghostfreak towards her and not away.

"Kissou" mumbled Lucky Girl as she puckered her lips to kiss Ghostfreak. Her lips touched nothing as Ghostfreak went intangible and broke through her grip. Going tangible again he punched Lucky Girl again. Ghostfreak knew that if he wanted to help Ladybug he would have to get through Lucky Girl first, and that meant no holding back.

Ghostfreak launched punch after punch upon Lucky Girl, giving her no time to defend herself.

Eventually Lukcy Girl collapsed with exhaustion.

"I'm sorry Gwen." was what Ghostfreak said before directing his rage at Zombizou.

While Ghostfreak was fighting Lukcy Girl. Ladybug had used her Lucky Charm and got make up remover.

Chloé gets out from underneath the table and says "Make-up remover? How are you going to save my life with that?"

Ladybug began looking around and grabbed a scarf off of the Gustave Eiffel dummy.

Cat Noir can be heard from outside, above shouting "Cataclysm! "He crashes through the ceiling into the office.

"Cat Noir!" says Ladybug happy to see him until Cat Noir raises his head, revealing the purple eyes of a love zombie.

"Kissou." mumbles Cat noir as he tries to grab Ladybug.

Ladybug grabs Gustave Eiffel's model's scarf, as Cat Noir starts chasing her around the room.

"Don't worry, kitty... You'll get your kisses... But first, I have a Lucky Charm I need to use." says Ladybug applying the make-up remover to the scarf while being chased

Chloe now back under the table finally says something no one ever expected to hear from her " I'm sorry!"

"What?" was Ladybug's response

"Oh, this is all my fault!" cries Chloe

Ladybug wraps the scarf around her yo-yo and says "Awesome. But...now's not exactly a good time."

Cat Noir leaps at Ladybug about to get her when, Chloé stands up and takes the kiss for her. Cat Noir clings to Chloé and kisses her

"Save us all, Ladybug." was the last thing Chloe said.

Ladybug then jumps up through the hole Cat Noir made in the ceiling with his cataclysm.

Zombizou decided to face Ladybug head on and leapt up to the railing to confront her.

"Give Up Ladybug you and your Ghost friend are no match for me and my army!" boasted Zombizou.

"Look behind you." said Ghostfreak appearing behind her. Zombizou turned only to be given an uppercut forcing her off of the railing and onto the visitor's platform.

"You'll pay for that!" growled Zombizou getting up.

"Hey Zombizou!" shouted Ladybug. Zombizou turned to fave Ladybug only to see her yoyo flying at her face. She shields her facebut the yoyo barely missed it however her face wasn't the target. On the yoyo's return, the yo-yo wipes off Zombizou's lip balm. Zombizou then tries to send a kiss, but nothing happens. Zombizou takes her lip balm out to reapply it, but Ghostfreak hits it out of her grip and onto the platform.

"No!" cried Zombizou

"Oh yes. And Hawkmoth. I know you can see through your akuma's vision. So see this!" said Ghostfreak tearing open his chest and showed Zombizou his true from from underneath.

Zombizou screamed in fear and cowered before Ghostfreak. "I surrender I surrender. Just please stop!" pleaded Zombizou. Ghostfreak closed up his chest.

Ladybug had also seen within it and it scared her immensely. Hawkmoth had seen it through his akuma vision power. In his lair he took a step back and cut off his visual connection to Zombizou for Ghostfreak was so horrifying.

The lipbalm had rolled down the platform to Ladybug who grabbed it after the fright.

Ladybug breaks the stick of balm, and the akuma flies out.

"No more evil-doing for you, little akuma. Time to de-evilize! Gotcha! Bye bye, little butterfly. Miraculous Ladybug!" said Ladybug catching and releasing the purified butterfly and fixing all damages in the battle and restoring everyone's minds and previous state.

"Pound it!" said Ladybug and Cat Noir who had came out of Gustave's office.

"Ladybug?! Cat Noir? What on earth—? The akuma overtook me, oh no, I...I let my negative emotions get the upper hand, how terrible! ...I'm terrible." gasped Ms Bustier

"That's not true! It wasn't your fault. Hawk Moth is the one to blame." said Ladybug

"But I hurt a lot of people..." said Ms Bustier

"No... I did... I forgot your birthday, once again. And when I saw everyone had prepared a gift for you, I totally lost it. Because I, too, would've liked to offer you something. I'm sorry, Miss Bustier." apologized Chloe for the second time in one day.

"Thank you, Chloé. Those words are the best possible gift you could ever give me." says Ms Bustier hugging Chloé. Chloé hugs her back, forgetting her snobby self pride for a moment.

"Huh?... Uh, yeah. Okay then, we're all good." said Chloe now that the hug had gotten awkward.

Ladybug looks around for Ghostfreak but sees he is gone. But he wasn't he was just invisible, not wanting to talk about his horrifying appearance on the inside.

* * *

Marinette couldn't shake what she had seen under Ghostfreak's skin. It was horrifying and she had had a nightmare that night as well as trouble sleeping knowing that something so disturbing existed.

"Tikki?" said Marinette

"Yes Marinette" replied Tikki from her bed

"You saw what was under Ghostfreak's skin right? When he opened himself up." said Marinette.

"I did. I had never seen something so horrible before. And I have seen many terrible things in my time." answered Tikki.

"Do you think we should still trust the alien hero after that?" asked Marinette.

"I don't know Marinette. There has never been anything like this situation before." answered Tikki leaving Marinette unsure on whether to trust the alien hero or not.

* * *

Ben was now afraid. Afraid that Ghostfreak would escape again since he had used him again. He didn't mean to pick him he just transformed without looking at the first alien that came up on the dial since he was in a hurry.

Ben stared at the Omnitrix in bed as if he was waiting for Ghostfreak to break out of it again.

"Ben Ghostfreak isn't going to come back anytime soon." said Gwen brushing her teeth. She could see him from the bathroom mirror.

"How do you know?" asked Ben

"Because before it took him a month to escape it before so if he's going to escape it again. I would imagine it would take a similar amount of time." answered Gwen.

Ben did agree with her but he was still worried. Azmuth had fixed the Omnitrix after it nearly blew up the universe but did that mean he had also fixed the malfunction in it that had created Ghostfreak? Ben simply did not know and he didn't like not knowing. So he drifted off to sleep that night with only one thought on his mind.

Ghostfreak.

* * *

**Let me explain the school part with Ben and Gwen not celebrating teacher's birthdays. At every school I have been too (Which is a lot) I have never seen students celebrate a teacher's birthday like in this episode of miraculous. So it must be french thing because in America we just don't do it (or at least in most states). So I am back after about a week and a half hiatus but I am back and plan on keeping the weekly update schedule. Might take another break around Thanksgiving and Christmas but other than that I should stay on ****schedule for updating. Thanks for reading and please review, fav, and follow.**


	18. Chapter 18

Zoo animals have escaped all over Paris. The animals were causing havoc all over the city so naturally the superheroes had to take care of it. Except this time Ladybug brought Rena Rouge along with them.

Ben was currently transformed into Heatblast. He had tried to get Wildmutt so he could herd the animals back into the zoo but of course the Omnitrix had other plans. So he was trying to push them back by chasing them. The animals fled away from him mainly because he was a walking persona of fire.

Heatblast however could never catch them for the animals were much faster than him. So all he could do was keep them away from the populous while everyone else worked on a plan.

Fortunately The other heroes did have a plan. They had managed to recapture all of the animals except the last 2 panthers. So now they were going to lure the panthers into a van. Currently Cat Noir was luring them into a trap by getting himself chased by them

"Come on, guys, you wouldn't eat one of your cousins, would ya?" joked Cat Noir.

Rena Rouge jumps along roofs to a vantage point above the street and plays her flute. An orange energy ball appears on the tip of her flute and she shouts "Mirage!" she throws the energy ball onto the street causing large cuts of meat appear on the street in front of the panthers.

"How about some tasty chops, instead?" said Cat Noir to the panthers as he then leaps away with his staff

One of the panthers steps on a piece of meat, causing it to disappear. It and the other panther step on more of them, following a trail of vanishing meat until it leads them into the back of a van. Ladybug shuts the van doors, trapping the panthers inside. Lucky Girl picks up the van with a mana platform and floats it over to the nearby zoo. Civilians cheer the heroes standing on the edge of a rooftop.

Cat Noir holds up his fist for a fist bump "Pound I—" Cat Noir stopped as he looked back at Ladybug and Rena Rouge running away "Hey, where're you going?" asked Cat Noir.

"Rena's about to transform back." answered Ladybug

"So you're allowed to know her true identity, but I'm not?" questioned Cat Noir clearly frustrated.

"Because I have to get her Miraculous back." replied Ladybug

"So what's my role, then? The guy who's always left in the dark? What else are you hiding from me?" further questioned Cat Noir  
Rena Rouge's Miraculous flashes and she points at it saying "We really gotta jam."

"Wait wait you two keep secrets from each other? That is never a good idea for a team" said Heatblast. Cat Noir nodded in agreement and Lucky Girl didn't want to get involved.

"Right, and you and Lucky Girl don't keep secrets from each other." said Ladybug rhetorically obviously expecting there to be secrets. She began to walk off with Rena when...

"No secrets between us." replied Heatblast stopping Ladybug in her tracks.

"So she knows what you look like underneath that ghost skin of yours!" shot back Ladybug clearly questioning their trust.

Heatblast's face took one of surprise. He wasn't expecting her to bring that up. Nor did he know she had seen it.

"We have to go. Cat Noir, I'll talk to him about it." finished Ladybug

"Him? Who's him?" questioned Cat Noir again

Ladybug realized her slip-up and replied with "Uh...when the time is right, Cat Noir, I promise." She then departs with Rena Rouge

"I hate secrets." complained Cat Noir scowling at where Ladybug once stood.

"Same." added Heatblast

"How come you two don't have secrets?" asked Cat Noir now curious.

"Well uh..." Heatblast started. Lucky Girl was having the same problem. They weren't really sure how to say it without revealing hints about their identities or that they're family.

"We just you know do." Heatblast finally said.

"Ok but what did she mean about that Ghost skin comment?" further asked Cat Noir.

Heatblast explained what had happened with Zombizou the other day and how he had opened his skin to show Zombizou his true form.

"That sounds scary." replied Cat Noir

"It is." Heatblast and Lucky Girl both said.

"We got jet so we'll see you the next time Paris is in danger." said Lucky Girl making her exit.

Heatblast waved goodbye as Cat Noir left to go home as well.

* * *

Marinette returned the Fox miraculous to Master Fu. He locked it back up in the miracle box and went towards the back room.

"Perfect. Now come and tell me what's bothering you, Marinette." said Fu opening the back door

"Huh? How do you...?" Began Marinette as she followed Fu but was interrupted by Fu laughing a little and then stopping the Kwami's at the door.

"Hold on. You both stay here." ordered Master Fu

The Kwamis then begged to get to see what was inside.

Fu responded with "Kwamis must never know the recipe that can modify their powers. Ever!"

"Modify their powers?" asked Marinette rhetorically"

"Imagine what would happen if one of you were captured by a villain, just like Hawk Moth's kwami, Nooroo." warned Master Fu scaring Tikki and Wayzz away

"So, what's on your mind, Marinette? asked Fu

"Master Fu, Cat Noir is asking more and more questions. He's tired of being left in the dark. And the Alien hero I saw something about him. Something... horrifying." said Marinette.

At hearing this Fu almost dropped the big jar he was carrying but set it down and went to grab a hold of his tea.

"What do you mean by horrifying?" asked Master Fu.

"Well it was when we were fighting Zombizou and he was transformed into what appeared to be a ghost with a grey cloak for skin. He pulled open the cloak frightening Zombizou and what I saw under there was so scary, it given me nightmares." answered Marinette.

"Hmmm. This is very disturbing news Marinette. But tell me. Have you asked him about it yet?" asked Master Fu

"Not yet Master." said Marinette.

"Then the logical course of action is to ask about it before making too great of an assumption." answered Master Fu

"Now onto you second problem. Tell me, Marinette; do you put the noodles in the water before the water boils?" asked Fu in a metaphorical comparison

"Uh, no." said Marinette confused by the question.

"Exactly. That's because there's a right time for everything." answered Master Fu pouring some tea and hands a cup to Marinette and starts brewing something

"Uh, what are you cooking exactly?" asked Marinette

Master Fu explained to her that he was trying to make potions to grant kwami's special powers such as breathing underwater or resistance to cold. He also says that he can't figure out what the last ingredient is.

Master Fu takes a random guess and puts it into the mix. The result being a mini boom within the bowl.

"I think I may have finally got the right mix." exclaimed Fu as he prepared the potion to test on Wayzz.

Unfortunately for him the recipe still wasn't right.

* * *

Ben and Gwen went to join their friends at the movies. They were watching a strange French movie called Mechamonkey vs Cybersharks 3. They both assumed it would be one of those movies that was so bad its funny.

Right before the movie was going to start Marinette and Alya rushed in. Marinette apologizing as she walked over people's feet to get to her seat.

The Movie starts to play. People in the frontmost row get up and run out, followed by people in rows succeedingly further back doing the same.  
**"**What's going on?" wonders Marinette out loud.

Water rushes under the seats where Marinette is sitting. She, Alya, Nino, Max, Kim, Ben, Gwen and others in that row lift their feet onto their seats. Out in the streets, people scream as flooding water rages. Water also continues rushing into the theater.

"Okay, who left the faucet running?" joked Alya

"Probably Hawkmoth." said Ben getting a chuckle from Alya

Marinette looked around for an escape and saw the emergency exit that led to the stairs. "The stairs! Quick!" exclaimed Marinette as everyone rushed to the stairs.

People run upstairs toward the roof; water floods the stairway right behind them.

When everyone reaches the roof they find that the whole city has been flooded up to the rooftops.

"My circuits are sensitive to water." said Max's Hover robot.

Suddenly Kim ran towards the water and leapt in "Wha, ho, ho, ho! Ha, ha! Come on, guys! I can teach you to swim in two seconds flat, Markov. You just put your arms like this, then you push your legs, and it's kind of like being a frog, you see. In fact, it helps to think as a frog, too, you know—" Kim was stopped when he was pushed underwater by the akuma that caused this.

"Kim!" cried Max frantically

Marinette quietly slips away from the others.

"Where is he? Can you see him?" asked Alya who then sees Marinette paddling away from the theater in a garbage can "Marinette, what are you doing?" asked Alya

Marinette tensed for a second then rushed up a lie "Um, I'm gonna go get help." She then accidentally tips the bin, falling into the water, and grabs hold of the garbage can "I'm fine." said Marinette

Alix standing next to Alya said with deadpan sarcasm "Okay so...I guess we're saved, then?"

Ben and Gwen took advantage of Marinette's distraction and snuck off to a far away rooftop.

* * *

Ladybug dives into the water and swims around. She is nearly swallowed by a giant catfish, but dodges it, and then surfaces. She takes a deep breath and goes back underwater. She spots Syren pulling Kim along with her.

"Huh! This is amazing! I can breathe underwater, just like a fish." exclaimed Kim

"I knew you'd love it, and I've got lots of other surprises for you, you'll see—" said Syren but was interrupted by Ladybug grabbing Kim with her yo-yo, and pulls him back away from Syren.

"Hey!" said Kim being pulled up.

"My prince!" cried Syren swimming after Kim, grabs him, and pulls back him and Ladybug, who grabs hold of a window railing to stop them as she runs low on air. Suddenly a pink claw broke the surface of the water, grabbed Ladybug and pulled her out of the water leaving Kim behind.

"Wahhhhh!" screamed Ladybug as she was placed onto a rooftop the the claw.

"You didn't tell me you were going swimming today." joked a familiar voice. Ladybug looked up to see it was Cat Noir. standing beside him was Lucky Girl with the mana claw shrinking back into her hand and vanishing, Stinkfly was also there. His presence caused Ladybug to pinch her nose.

"Agh why'd you turn into the stinky one?" groaned Ladybug as she stood up

"I was going for Ripjaws but this thing only gives me the one I want half the time." answered Stinkfly in his nasally voice.

Cat Noir was whiffing away the stench of Stinkfly's body oder when Lucky Girl spoke up " So what are we up against?" she asked

"A mermaid akuma. Who strangely seems to be attracted to Kim." answered Ladybug

"What's so interesting about this Kim?" asked Stinkfly pretending not to know who Kim is.

Lucky Girl shrugged her shoulders and Cat Noir explained"Usually akumas do what they do to either get our miraculous or fulfill their desire. In this case it seems to be Kim for some reason."

Stinkfly nodded in understanding as Cat Noir made a joke hinting towards Lucky Charm. "Is there any chance you can get us a submarine?" Cat Noir winks at Ladybug.

Ladybug smiled and replied "Pawsibly Kitty Cat."

Ladybug used her lucky charm and got a red with black spotted bowl.

"Does the lucky charm usually give small stuff like this?" asked Lucky Girl

"Almost always." answered Cat Noir

Ladybug stared at the bowl for a moment and then knew what to do. "I'll be right back!" She tried to run off but Cat Noir grabbed her wrist.

"Wait! Where're you going?" asked Cat Noir

Hesitantly Ladybug replied "I can't-" She didn't need to finish her thought for Cat Noir finished it for her. "-say anything. Yeah, I know. But we are a team, aren't we? I'm tired of all these secrets." He then turned away from her.

"Ladybug keeping secrets from people only makes them not trust you." stated Stinkfly

"Like the monster underneath your skin!" retaliated Ladybug. Stinkfly flinched and replied "My monster skin as you call it is just one of Ghostfreak's powers! Its purpose is to strike fear into the hearts of people who gaze upon it."

"Yet you used it to intimidate an already beaten akuma." added Ladybug as she latched her yoyo onto a chimney and swung way towards Master Fu's

* * *

Stinkfly had to leave in order to recharge the Omnitrix and not give away his secret identity. Although Lucky Girl could have stayed to talk with Cat Noir she chose to go with him.

Stinkfly set down on an abandoned rooftop and transformed back into Ben. Lucky Girl followed and transformed back into Gwen.

"Well that sucked." said Ben as he sat on the edge of the roof. Gwen sat by him.

"Yeah it did. But that doesn't mean that it was all bad." added Gwen

"What do you mean?" asked Ben

"Well we now know that Ladybug and Cat Noir aren't really a team if they keep secrets from each other like that. But now that we do know we can help them trust each other better." answered Gwen

"That was really wise. Thanks Dweeb." said Ben

Gwen nudged him on the shoulder playfully. "Don't thank me yet. We need to figure out how to beat the akuma."

"I don't suppose you know a spell that'll let you breathe underwater?" said Ben

"No I'm sure there is one but I'm not that advanced yet." replied Gwen.

"Well its not a problem for me. I've got home field advantage." said Ben as the Omnitrix shined Green.

* * *

"I love what you've done with the pool! It's awesome!" admired Kim as he looked around through a giant air bubble.

"This is the pool where the old me tried to pour her heart out to you so many times." replied Syren

"But, uh...I've never seen a Syren at the pool." said Kim.

Syren holds up her wrist with her swimming bracelet for Kim to see. Kim stares at it for a moment until he recognizes it, and gasps "Ondine?!" gasped Kim

"I'm your Syren now. And you could be my merman. It only needs a kiss, and you'll become just like me!"

"You mean I could swim as fast as you?" said Kim getting excited

Syren takes Kim's face in her hands, and starts to pull his face toward hers "Yes, Kim! You'll be my Prince, and we'll rule this underwater city together, forever!"

Kim has puckered his lips for a kiss, until a stupid thought occurs to him. "Wait! Does this mean I never get to see Mecha Monkeys vs. Cyber Sharks 3?" he asks

Syren taken aback says "What?!"

Ladybug in a new aquatic outfit is floating at the far end of the room and makes her presence known "Oh, yes you will; don't worry! In fact, you'll probably make it to the next showing!"

Syren sees her and is filled with rage at her sight.

Cat Noir in his own aquatic outfit swims in next to Ladybug "The three of us can go together. I'll even share my popcorn." he jokes.

"Make it four." said a monstrous like voice as another aquatic hero swam in. The alien has white scales for skin, blank white fish eyes, an esca (the light stalk on his head) and a black patch over his left pectoral as well as the Omnitrix.

"Nice what do you call this one?" asked Cat Noir

"Ripjaws." answered Ripjaws.

Syren lunges toward Aqua Cat Noir, and shoves him back against an upper-floor railing. Ripjaws bites down lightly on Syren's waist so as not to break the flesh but strong enough to pull her off of Cat Noir. Ripjaws shakes her around for a bit then spits her away from him. Syren lunges back at him and the two begin to duel. Cat Noir joins the fight as well. Cat Noir hits her back with his staff. Syren retaliates by punching him in the face but she is tackled into a column by Ripjaws before she could hit again.

She tried to resist Ripjaws but instead he pulled her off the column and trapped her in his vice like grip. This left her open for Cat Noir to take the akumatized object. That is if he could find it.

While the fight was happening, Ladybug swims up to Kim and says "Tell me, what happened to your friend that got her so worked up?

"We were playing a game of secrets, and I think she was trying to tell me that I'm the boy she likes. But, I was a doofus and didn't realize." explained Kim

"Game of secrets? What kind?" asked Ladybug

"It's a game Ondine invented. You write down a secret and put it inside the bracelet's capsule. It's awesome! You wanna know my secret?" says Kim

Ladybug ignores Kim's question, and notices Syren's bracelet) "That's where the akuma must be! Aqua Lucky Charm!" a car key appears leaving her confused on what to do with it.

"Car keys? I guess we should hit the road, then. Here. You can breathe through this." said Ladybug giving her yoyo to Kim to use as a breathing device.

The two then fled but Syren noticed. Currently she was restrained by Ripjaws as Cat Noir searched for the akumatized object but when she saw Kim flee she struggled harder to free herself and did. Syren zoomed through the water after Kim and Ladybug only to find Ladybug floating by a sea of cars.

"Ladybug! What have you done to my prince?" demanded Syren

"I think he took someone else to the ball." joked Ladybug

"I won't let you steal him from me! Kim is mine!" roared Syren chasing after Ladybug

Ladybug used her ear-communicator "Cat Noir! Are you and Ripjaws all right?"

Cat Noir "Yeah, Bugaboo. Like a fish in water." replied Cat Noir as he swam next to Ladybug beside Ripjaws.

"Great! Now, be ready to strike!" said Ladybug maneuvering through the floating cars until she swims through a car with its doors open on both sides, Syren follows her through but before she could make it out the other side.

"Cat Noir! Now!" signaled Ladybug.

Cat Noir slammed his staff on the car setting off the air cushion which squeezed Syren against the seat. Ladybug and Ripjaws closed the other doors. Ladybug pressed the lock button on her car keys thus locking the Syren inside the car.

Ladybug tied her yoyo to the car and she and Cat Noir leapt out of the water.

Ladybug wraps her yo-yo around Cat Noir's staff, which he then extends, and pulls on like a fishing rod.

"Looks like I got a nibble!" said Cat Noir as he pulls the car Syren is trapped in out of the water, and lets it impact on the roof; then looks in the car window. "How cool! I always wanted a goldfish!" joked Cat Noir as he imitates a goldfish breathing with his mouth and flapping his hands on the sides of his head.

Ladybug unlocked the car doors and opened them allowing the water to rush out. Ladybug took off Syren's pool bracelet and broke it releasing the akuma.

She purified it and was about to use miraculous ladybug when Ripjaws interrupted her "Wait if you get rid of the water I won't be able to breathe!" he said popping his head above the water.

"Why not?" asked Ladybug

"Seriously look at me I'm a fish." answered Ripjaws.

"But I have to clear the water." said Ladybug

"Just give me a minute to transform back then do it." said Ripjaws as he dived back down and swam away.

Ladybug heeded his request and a minute later the city of Paris was clear of all unnatural water.

* * *

Ben had found an alleyway too change back in so when the wave of magic ladybugs removed all of the water he transformed back so he could breathe again.

"Whew glad she waited." said Ben to himself as he made his way back to the Rustbucket.

* * *

Master Fu had given Marinette some vials of Kwami transformation potions. Marinette decided to put into some macaroons. Before she left Master Fu's place she needed to speak with him.

"Master?" said Marinette from the door.

"Yes Marinette?" replied Fu awaiting her question

"I talked to the alien hero and he said that his horrifying appearance underneath his skin is natural and just one of his powers. But I still feel hesitant in fully trusting him." said Marinette

"Hmm be wary Marinette. We still do not know his full capabilities and thus we should tread with caution. However do not make him our enemy. We do not need two problems to deal with." answered Master Fu

"Thanks for the advice Master." said Marinette leaving Fu's place to go make the magic macaroons.

* * *

**For those of you who didn't pick up on it Lucky Girl didn't fight Syren because she can't breathe underwater and doesn't know any water spells so that's why she wasn't there in the fight. I will be taking a week off for Thanksgiving but will resume the following week so don't expect any update next week. Thanks for reading and I'll post the next chapter in December. Also please read and review and maybe suggest what I should do to celebrate reaching 100 reviews, favs, and follows once it happens.**


	19. Chapter 19

Alya was heading over to Marinette's home due to an urgent text she received saying "Come over immediately! Emergency!". So she was rushing over.

She ran through the front entrance to the bakery briefly passing Marinette's dad at the register "Hi Mr Dupain. here to see Marinette bye." Alya ran up the stairs and as soon as she got to the trapdoor to Marinette's room she knocked on it. The trapdoor opened almost instantly and Alya slowly climbed through it while panting from all the running.

As soon as Alya got into Marinette's bedroom Marinette quickly shut the trapdoor, locked it and shoved her extra bed on top of it to ensure no one disturbs them.

"Girl... I got your text... What's the emergency?" asked Alya still catching her breath.

"This!" exclaimed Marinette as she showed Alya one of her many pictures of Adrien and another of Ben.

"Did something happen to them?!" asked Alya now worried.

"What no. I can't decide which of them I Like Like more!" exclaimed Marinette.

"Let me get this straight. You are having a panic attack about what guy you like more, and in response to it you sent me a vague emergency text and barricaded the entrance to your bedroom?" said Alya

"Mmm hmm" said Marinette.

Alya just now noticed that pictures of Adrien weren't the only one's up around Marinette's room. Her bedroom now had an equal amount of pictures of Ben.

"Ok girl where and when did you get all these pictures of Ben from. I mean I get Adrien he's a model there's pictures of him everywhere, but Ben? He is not in the public eye so how-" Alya stopped herself as she looked closer at the pictures and noticed a lot of them were blurry or had something obscuring or partially covering the camera.

"Please tell me you didn't." said Alya

Marinette's face burned pink as she nodded her head.

Alya groaned and replied "Girl that is so stalking! You can't just go around getting pictures of someone without them knowing like that. It's creepy."

"I know I know. But I felt that I needed at least one picture with him in it. So I went out to get one but I could never get a very good pose or angle of him so I kept taking more and more and one thing led to another and-" Alya covered Marinette's mouth because she was starting to hyperventilate and go into super panic mode.

"When I take my hand off of your mouth. Take deep breaths okay?" said Alya gaining a "Mmm hmm" from Marinette.

Alya removed her hand from Marinette's mouth as she took deep breaths and calmed down.

"Better?" asked Alya

"Yeah I'm ok now." answered Marinette.

"Ok so you got tons of creepy pictures of Ben now. So what are you going to do about it." asked Alya

"That's the thing I'm freaking out about! I don't know?!" exclaimed Marinette getting a little panicked again.

"Summarize the whole thing for me again I don't quite get it?" said Alya.

Marinette sucked in a lot of air and spoke in her typical run on sentences. "So My small crush on Ben has been growing ever since that party at Chloe's with the Werewolf akuma and now its rivaling my crush on Adrien and I don't know what to do and the one thing I did decide to do was get some pictures of Ben but then that led to stalking him and now I feel really bad about it and can't make up my mind on who I love more!" Marinette began panting after speaking for so long.

"Ok girl you need some help." said Alya

Marinette perked up at this awaiting to hear Alya's advice. "First you should at least scrap all the blurry or partially obscured photos of Ben." stated Alya

"Done!" said Marinette as she cleared a chunk of them off her wall and dropped them all into her trash bin.

"Second Are you really ready to give up on Adrien Girl?" said Alya

"I...I..." Marinette couldn't answer so Alya answered for her.

"You don't have to decide now but its ok to like more than one guy. You just can't date more than one guy. So this brings me to my third point. Who would you rather pursue. Ben or Adrien?" said Alya

Marinette stood still staring off into space for a moment and then replied. "I... I'm not sure. I mean Adrien is perfect in every way and so is Ben just perfect in different ways but I can never work up the courage to ask Adrien out. But Ben maybe I could?" Marinette didn't seem to sure on her answer so Alya told her "Tell me when you make a decision and I'll support you either way but go with what your heart tells you."

"Thanks Alya." thanked Marinette

"Of course Girl. What are besties for?" said Alya

"Now if you aren't panicking about anything else can you possibly undo the barricade blocking your trapdoor cause I kinda need to get home." said Alya

Blushing in embarrassment Marinette pulled the bed back into its proper place and said goodbye to Alya.

After Alya left Tikki popped out from inside Marinette's purse.

"Alya is right Marinette go with what your heart says." said Tikki

"I know Tikki it's just so hard to know what my heart is truly saying when I feel like it is telling me to like both Ben and Adrien." replied Marinette.

"It's not just the stress of choosing who I like more Tikki. It's also if I should keep trusting the alien hero." added Marinette.

"Marinette I want to give you advice on this situation but never has there been a problem like this with any Ladybug before." answered Tikki

"So the best I can tell you is try to find more facts before acting on whatever you decide." added Tikki

"Thanks for the advice Tikki." said Marinette. She went to her designing desk and began to work on a new dress to help calm her nerves.

* * *

**The Next Day at School**

School was always a bore for Ben. He was once again sleeping through Ms Bustier's english class while everyone else was paying attention. Everyone except Marinette who thinks Ben looks cute when he's sleeping.

Ben began to snore. Marinette stopped thinking it was cute now but funny as she stifled a giggle. Gwen slapped Ben on the back of the head. Ben shot up and acted like he had never been asleep at all and pretended to take notes.

The bell rang and everyone left the classroom. It was the last class of the day so normally everyone would be heading home but it was not a normal day.

Before anyone could leave rock monsters stormed the school through the exit. Everyone ran in a panic to escape either by jumping out windows on the first floor or by hiding in classrooms.

Ben and Gwen recognized the rock monsters as Charmcaster's. So instead of following everyone into a classroom they hid in the bathrooms to transform.

Ben activated the Omnitrix. He chose Diamondhead and slammed the top down igniting the transformation.

Moments later both Lucky Girl and Diamondhead exited the bathrooms. Diamondhead accidentally broke the door off due to his size.

"Oops." Diamondhead said in his deep voice as he placed the door back.

"You distract Charmcaster's rock monsters. I'll try to find a spell to take control of them." said Lucky Girl flipping through her spell book.

"Works for me." said Diamondhead. He charged into one of the monsters smashing it also drawing the attention of the other rock monsters.

The rock monsters roared at Diamondhead and charged towards him.

"I think they recognize me." said Diamondhead to himself as he turned his arms into blades and began cutting the rock monsters into rubble.

For each one he shattered it seemed like another took its place and Diamondhead was starting to get overwhelmed.

In a last ditch effort Diamondhead summoned giant spikes of diamond to sprout from the ground to shield himself from the oncoming hoards of rock monsters. The rock monsters clawed at him through the gaps in the crystals. Diamondhead stabbed the monsters that were clawing at him to pieces but there were too many for him to break enough in order to free himself.

"Come on Gwen hurry up." thought Diamondhead.

Just as the rock monsters were about to break through the diamond pillars a yoyo went through every single one of the rock monsters destroying them individually.

Diamondhead lowered the diamond spikes back down into the ground to see Ladybug standing over the rubble that used to be the rock monster hoards.

"Thanks for the save. Although I had it handled." said Diamondhead

"Oh really. Then why did you seal yourself off from them?" said Ladybug with a smirk

"I was going to crush them with the spikes I erupted but then you came in and smashed them for me." rebutted Diamondhead

Ladybug scoffed at Diamondhead's self pride but knew she needed to get down to business with him.

"Aww man I missed all the action." whined Cat Noir as he swooped in.

"Next time get here quicker Kitty cat." joked Ladybug as she then went on to study the rubble. Ladybug bent down onto one knee and examined a pebble of the rock monsters.

"What were these?" wondered Ladybug out loud.

"They're magic rock golems." answered Lucky Girl walking over to Ladybug and Diamondhead with her spellbook in hand

"Like created from a miraculous?" said Cat Noir

"No with magic. Like mine." further answered Lucky Girl. She elaborated "I only know of one person to make these. Charmcaster."

"Who?" asked Ladybug

"My sorta arch enemy. She has the exact same powers as me and is super jealous that I'm stronger than her. But she's also an evil sorceress." explained Lucky Girl.

"If she's around Hex could be here too." stated Diamondhead.

"Let's hope not." replied Lucky Girl.

"Wait wait go back a minute. Who is Hex?" asked Cat Noir

"Hex is Charmcaster's uncle and arguably way tougher than her." answered Diamondhead.

"Ok so two evil sorcerers are here in Paris. But why send these rock monsters to the school?" said Ladybug.

"Likely to send me a message." answered Lucky Girl

"What message?" asked Cat Noir

"Probably letting me know she's here and coming for me." further answered Lucky Girl.

"So is there any good news?" asked Ladybug.

"Maybe but let's not discuss it here. Meet me at the Eiffel Tower at 6pm tonight and I'll explain more." said Lucky Girl gesturing to all of the students and teachers starting to come out of hiding.

"Alright see you then." said Cat Noir leaping away followed by Ladybug.

Diamondhead was about to leave the school to go transform back but Lucky Girl grabbed his arm to stop him.

"Hold up I want to try something." said Lucky Girl flipping open her spellbook to a marked page.

"Ianuae Magicae" read aloud Lucky Girl. A magic sphere formed around herself and Diamondhead. The orb disappeared with the two of them inside it and reappeared on the roof of the Rustbucket which was currently in an underground parking lot.

"Woah how'd we get here?!" exclaimed Diamondhead still taking it in.

"I teleported us." answered Lucky Girl reverting back to Gwen and puking over the side of the Rustbucket. "And am never doing it again unless absolutely necessary." added Gwen

"What The?!" exclaimed Grandpa Max as he came out of the Rustbucket to find Diamondhead and Gwen on the roof of it and puke lining the side of the RV.

"Care to explain you two!" said Max with a stern expression on his face saying "Whoever's responsible is in big trouble!"

"Crud." groaned Gwen.

* * *

**Eiffel Tower 6pm**

Cat Noir landed upon the viewing platform. The tower was closed today for maintenance on the lower half so it was the perfect time to have a meet out on the viewing platforms.

Ladybug and Lucky Girl were already there waiting for him however the alien hero was no where to be seen.

Cat Noir looked around then asked "Where's the alien guy?"

"He's not coming." answered Lucky Girl

"Why not?" asked Ladybug getting suspicious that something was going on.

"He doesn't need to be here so I'll call him over once we find Charmcaster." answered Lucky Girl. "Anyways lets get down to the good news I promised you guys earlier." added Lucky Girl pulling out her spellbook.

"I have a spell I can use to scan places for other sorcerers or creatures of magic." stated Lucky Girl

"I'm assuming there's a catch?" asked Ladybug getting a nod from Lucky Girl.

"The catch is the spell can only search one area at a time unless I have something of incredible power." explained Lucky Girl

"By something of incredible power what do you mean exactly?" asked Cat Noir

"Something like an ancient mystical artifact or something that boosts the magical power of its bearer drastically." answered Lucky Girl.

"So something like a miraculous then?" suggested Cat Noir

"Are those magical?" asked Lucky Girl getting surprised faces from Ladybug and Cat Noir.

Ladybug regained her posture and answered "Yes they are. Our miraculous are the source of our powers."

"Oh so like the Omnitrix it transforms you guys into superheroes or as long as you hold it you guys got your powers?" said Lucky Girl

"Uh it's like a transformation." answered Cat Noir.

"Great. Now I just need to borrow one to perform the spell and hopefully it'll work." stated Lucky Girl but both Ladybug and Cat Noir visibly hesitated.

"Uh guys I'm not going to steal it just need to have it for a minute to do the spell is all." explained Lucky Girl.

"I guess I could for a mome-" Cat Noir was interrupted by Ladybug "-It is our duty to protect the miraculous from falling into the wrong hands. So how do we know we can trust you?"

"Well I have worked with the two of you to stop akumas for well over a month now. And never before have I tried to get your miraculous." answered Lucky Girl

"True but it's more than just that. Without our miraculous we're powerless to stop Hawkmoth." added Ladybug

"Well I'm not going to have it for more than a minute and I just need to hold it not use it." replied Lucky Girl

"We can't give you our miraculous Lucky Girl and that's final. Come on Cat Noir let's go." said Ladybug as she hooked her yoyo onto an adjacent building and swung away.

Before Cat Noir could follow Lucky Girl grabbed his wrist and said " Cat Noir we don't need her to do the spell. I only need one miraculous. I can just use yours and then give it right back to you I promise."

Cat Noir hesitated then said "I want to try your plan but I don't want to just do this without Ladybug on board. We're a team and we need to make decisions like this all together." Cat Noir extended his baton and swung off after Ladybug leaving Lucky Girl alone at the Eiffel Tower.

Lucky Girl sighed and said the magic words "Ianuae Magicae" teleporting herself away despite the fact she knew it would make her sick and tired.

* * *

**The Next Day at School**

Things resumed normally as if the rock monster attack had never happened since the school was used to all of the akuma attacks. The day was very normal except for two things. One being Marinette was still stumped on who she should pursue a relationship with. Ben or Adrien. Two being Gwen was regretting just teleporting off because it made her sick and she knew she just should have accepted the fact they weren't going to give up their powers like that.

Marinette was staring at Ben from the table behind him in Ms Mendeleiev's science lab. They were currently doing a simple baking soda and vinegar experiment. Ms Mendeleiev explained that even though everyone knows what will happen they don't know why so everyone has to take notes on the reaction and why/how it happens.

This annoys Ben for two reasons. One being he hates taking notes so he just completely skipped that part. Two the baking soda mixed with vinegar reaction was so small and boring to Ben. So instead of following the instruction of only adding the instructed quantity of the ingredients Ben poured a whole bottle of vinegar and a whole box of Baking soda into his flask causing a large reaction.

_Bwoom!_ The baking soda and vinegar blew up all over Ben and his table. It looked as if Ben now had a beard made of foam causing everyone to laugh except Ms Mendeleiev.

"Class this is why we follow the instructions. So science doesn't blow up in our faces!" Ms Mendeleiev said disapprovingly at Ben.

Marinette particularly found this event funny but it also brought her thoughts back to her inevitable decision of who to choose. The cute, handsome, famous Adrien Agreste or the Funny, (Seemingly) Average, American Ben Tennyson.

Gwen wasn't really paying attention to class because she was trying to think of where else she could get her hands on a magical object for the searching spell. Upon seeing the foam explode onto Ben's face it gave her an idea. She didn't really know how Ben getting foam in his face lead her to think of this but she decided not to question her luck.

"Mr Tennyson go clean yourself up in the bathroom." ordered Ms Mendeleiev. Ben complied and went to go wash his face off leaving the rest of the class to finish their own Chemistry experiments.

Back to Marinette, she had completely zoned out thinking about Ben that Alya had to tap her on the shoulder to reconnect her with reality.

"Earth to Marinette. You okay? You zoned out and weren't responding." said Alya

"Uh yeah sorry just thinking about... stuff" replied Marinette.

Alya grinned and said " Stuff such as who to crush on?"

Marinette blushed and nodded.

"Don't worry yourself so much Marinette you have all the time in the world to decide." said Alya. The two then resumed their boring science projects.

* * *

**After School**

Gwen ran towards the top of the Arc De Triomphe on mana pads in her Lucky Girl disguise. She made sure people saw her so that Ladybug and Cat Noir would know to show up. Her plan worked and after roughly 10 minutes the two heroes showed up on the top of the Arc.

"So is there a reason you started showing yourself off to the public or did you want to just be famous or something?" said Cat Noir with his staff resting on his shoulders.

Lucky Girl rolled her eyes and replied "Yes there is a reason that I drew your attention here. I think I have a solution for the spell." answered Lucky Girl

Ladybug and Cat Noir awaited her response.

"So I don't need to have your miraculous to perform the spell. I just need to be touching them to draw on a bit of their power to boost my own enough to scan the whole city for Charmcaster and Hex." explained Lucky Girl

"That... could work." conceded Ladybug.

"Here touch my ring then and let's find this sorceress." said Cat Noir holding out his ring.

Lucky Girl smiled and placed her hand on Cat Noir's ring. She pulled out her spellbook and read the spell "Magicae quaerere".

A pink sphere formed from around Cat Noir's ring and expanded across the city. No one really noticed the pink sphere for it just went right through them and did nothing else to disrupt their lives. Lucky Girl took her hand off of Cat Noir's ring and paused for a second.

After a moment Lucky Girl responded. "I know where she is."

"Great where?" asked Ladybug.

"It's uh more like an internal compass thing than a I know her address thing." explained Lucky Girl.

"Ok we'll follow you." said Cat Noir.

"Alright I just need to make a call and then we can go." said Lucky Girl pulling out her phone and speed dialing Ben.

"Yellow?" came the voice of Ben from the other end of the call.

"I know where Charmcaster is. Have XLR8 meet us at the Arc De Triomphe and we'll find her from there." said Lucky Girl

"Got it on my way." said Ben. Lucky Girl ended the call.

"Now we just need to wait for-" _whoosh!_ Lucky Girl was interrupted by the whooshing sound of XLR8's arrival.

"Wait's over let's go." said XLR8 raising his visor.

* * *

"Can't you just tell me where she is and then I rush over there scout the place and get back to you all?" suggested XLR8. XLR8 was feeling so bored having to wait for everyone else to leap across building when he could go at least 5 times as fast.

"No I already explained this to Ladybug and Cat Noir. It's more like an internal compass pointing me in Charmcaster's direction not exact coordinates." explained Lucky Girl.

"Fine." groaned XLR8.

Eventually they made their way to a rustic looking warehouse on the coast of the Seine. The heroes observed it from a rooftop on the opposite side of the river.

"Looks abandoned. The stereotypical place for a supervillain to hide out." said Cat Noir using his staff as binoculars somehow.

With a whoosh XLR8 vanished and reappeared 3 seconds later. "I checked the whole perimeter. No one is guarding the place. If she's here with her rock monsters than she is inside the warehouse." said XLR8.

"Alright let's go in but stealthily." said Ladybug.

"You all go in ahead of me. I need to hang back and recharge the Omnitrix." said XLR8

"Or we could just wait for you to recharge it before heading in." suggested Cat Noir.

XLR8 shook his head and added "To recharge the Omnitrix I have to change back and if I do it'll reveal my civilian form. Also I'm surprised it hasn't timed out yet." As if on cue the Omnitrix on XLR8's chest began to beep and glow red.

"Gotta go." said XLR8 prior to zooming off in the blink of an eye.

"We'll head in without him and he'll join us later." said Lucky Girl. She then said a spell "invisibilia" and she disappeared as soon as she finished saying the words.

"Lucky Girl where are you?" asked Ladybug looking around for her.

"I'm invisible now come on. This spell doesn't last forever and the longer we wait the more we risk her leaving." said Lucky Girl as she crept towards the Warehouse alongside Ladybug and Cat Noir.

* * *

XLR8 timed out before he even reached a good place to hide so in a flash of red light he transformed behind an old abandoned shipping crate.

Fortunately no one was around there so his secret is still safe.

"I wish you would work as long as I wanted. I can't wait until I unlock the master control." said Ben to himself as he waited for the Omnitrix to recharge.

**In the Warehouse**

Lucky Girl snuck in through the front door which was conveniently left open and Ladybug and Cat Noir went in through some holes in the building where some windows used to be. They all proceeded with stealth and looked around.

It was difficult to see due to it being dark and night time now but a few silhouettes could be made out. Mostly just square boxes and the rusted down machinery in the area.

Before anyone realized what happened a pink footprint appeared around Lucky Girl's foot followed by a pink cage. Ladybug and Cat Noir dashed behind a stack of boxes to avoid setting off a trap for themselves and to hide.

The lights in the room switched themselves on and a woman appeared in a pillar of pink light in front of the mana cage trapping Lucky Girl. The woman has a magenta coat with purple at the ends, underneath she wore purple long boots with black straps around them. She wore a weird creepy Bag around her waist. Her long silver hair is in a low ponytail, and she has light purple and pinkish eyes, along with purple lipstick.

The woman walked alongside two rock monsters. The same variety that attacked the school the day prior.

"Well look who I caught. Still going by Lucky Girl I see." said the woman to the rock monsters.

"Charmcaster." was all Lucky Girl had to say but she said it with clear dislike towards the woman now identified as Charmcaster.

"What that's all you have to say to me after all this time? No I'm sorry for stealing your spellbook! or I'm sorry for ruining your chance at recreating the charms of Bezel!"

"Why would I apologize to you? You and your uncle tried to gain ultimate power to conquer the world!" rebutted Lucky Girl

"Yes, yes we did so what? I would have made the world much better and where's your back up hmm? You know I forget his name but the kid with the alien power doohickey thing?" asked Charmcaster

"He'll be here and kick your butt." replied Lucky Girl.

Charmcaster bawled with laughter at that for a moment. "You really think he can defeat me alone?! He couldn't before and neither could you." laughed Charmcaster confidently.

Ladybug and Cat Noir were watching the exchange of words between Lucky Girl and Charmcaster.

"Cat, I'll get over to the other side behind those boxes and on my signal we leap out and attack Charmcaster." said Ladybug gesturing to the boxes on the opposite side of the warehouse.

"Understood M'Lady." replied Cat Noir as Ladybug silently swung over to the other side of the warehouse.

When Charmcaster had started laughing Ladybug gave the signal and she and Cat Noir leapt out of their hiding spots aiming their weapons at her.

Cat Noir had his staff behind his back aimed to swing it down atop Charmcaster and Ladybug flinging her yoyo towards her. Instead of hitting Charmcaster they hid an invisible barrier that glowed pink as they hit it. Cat Noir in particular for he crashed into the barrier and slowly awkwardly slid off of it.

"Fools did you really think I wouldn't set a trap without being prepared! Hah!" gloated Charmcaster. However when Charmcaster got a look a her assailants she recognized them as Ladybug and Cat Noir.

"Oh so you teamed up with the local hero wannabes. Cute but pointless." stated Charmcaster as she lowered her defensive shield and pointed her finger at Cat Noir.

"Take him. The spotted one is mine." ordered Charmcaster to her rock monsters. Obeying instantly the rock monsters roared and charged at Cat Noir who was just getting up and narrowly dodged them. Cat Noir continued to play tag with the monsters.

Meanwhile Charmcaster turned her attention to Ladybug who had gotten up and was spinning her yoyo as a shield.

"You plan to defeat me with a yoyo! You two are ridiculous." bragged Charmcaster

"Don't underestimate me." replied Ladybug throwing her yoyo at Charmcaster. Charmcaster simply raised a shield and fake yawned.

"Is that the best you can do because that is so weak." taunted Charmcaster.

Ladybug said nothing but aimed her yoyo above Charmcaster. What she had aimed at was the light hanging above Charmcaster's head. Ladybug wrapped her yoyo around and pulled the light off of the roof causing it to fall onto Charmcaster.

Before the light could hit Charmcaster it glowed pink as Charmcaster telepathically levitated it and then tossed it back at Ladybug.

Ladybug rolled to the side to avoid being hit by the light. Meanwhile Cat Noir was about to finish the rock monsters.

"Oops missed me betcha can't kiss me." taunted Cat Noir blowing a raspberry at them.

The rock monsters charged again only to be sidestepped by Cat Noir then smashed by his staff. He redirected his attention on Charmcaster.

"Let's try this again." Cat Noir said to himself as he leapt into the air once again trying to slam his staff into Charmcaster. This time there was no barrier to protect her but Charmcaster heard him coming and grabbed him telepathically.

"uh oh" said Cat Noir as he glowed pink and floated in place." Charmcaster grinned and through him aside into the closed metal gate denting it.

"Ow." groaned Cat Noir picking himself back up.

Ladybug ran over to Cat Noir and helped him back up. "Cat Noir are you okay?" she asked.

"Yeah but how are we supposed to hit her if we can't touch her?" said Cat Noir.

Ladybug knew this was the time. She tossed her yoyo into the air and called upon her lucky charm. Three sticks of Dynamite wrapped together fall into her hands. The dynamite isn't lit and has a black polka dot pattern on it.

"So are we supposed to blow her up?" questioned Cat Noir.

Ladybug looked around but couldn't see what she needed to use it for. "I don't know what to use it for." said Ladybug.

"You plan on defeating my with Dynamite! You two really are pathetic." taunted Charmcaster

Suddenly one of the few remaining windows shattered as an alien with green skin, six sprout-like growths on the back of his head, a dark-green patch of skin on his head, light-green skin on his face, and belly and a crooked teeth overbite. He also has whisker-like lines on his face and a green tail. The Gourmand wore a black open-front suit with white over-sleeves and white bands around his legs and white padding under his three-toed feet with the Omnitrix symbol on his left hand.

"Time's up Charmcaster! Release G- Lucky Girl now or else!" ordered the Gourmand.

"Or else what? you'll bite me and seriously your not even cute what's so special about this alien?" asked Charmcaster unimpressed.

"Name's Upchuck and no I won't bite you but I will eat, eat, and never stop eating!" exclaimed Upchuck. He opened his mouth and several tongues shot out and pulled into his mouth several crates and metal barrels within the warehouse. Upchuck swallowed them all at once whole.

Ladybug, Cat Noir and Charmcaster were shocked to see this but Lucky Girl always though Upchuck was just plain disgusting.

Upchuck's stomach glowed green as he finished swallowing the wood and metal.

"Eat This!" shouted Upchuck before barfing up the metal and wood as energy vomit laser blasts.

Charmcaster quickly shielded herself but the impact from the blast of barf shot her back into a bunch of barrels.

Upchuck turned his attention to Ladybug and Cat Noir who were still shocked to see an alien like this. "Save Lucky Girl. I'll distract Charmcaster."

By then Charmcaster had gotten up and laughed at that. "You can't save her. I placed several protection runes around her cage. The only way out for her is if I let her out!" bragged Charmcaster.

"Maybe not. Cataclysm!" said Cat Noir activating his power. The destructive energy gathered into his palm and he slammed it onto Lucky Girl's cage. The cage shook a bit as an image of some unknown symbol appeared then shattered and nothing else happened.

"Why didn't that work! Cataclysm always works!" exclaimed Cat Noir.

"It did work. It just only destroyed one of the many protection runes she placed on my cage." answered Lucky Girl as she was crouching down on the floor with a piece of chalk.

"What are you drawing?" asked Ladybug.

"A Rune to undo Charmcaster's cage. But it'll take time to make it since I have to get it exactly right." answered again Lucky Girl.

Ladybug turned to see Upchuck battling Charmcaster. Charmcaster through mana discs at him which he ate and spat back out as an acidic neon green. Charmcaster summoned a mana shield to block the acid discs. The shield did so and she shoved it at Upchuck who then re-ate his own barf and the shield. Upchuck re-hurled it at Charmcaster. She narrowly avoided it and it instead blew a hole in the warehouse wall.

Seeing this Ladybug knew how to use her lucky charm but she was still missing something so she looked in the crates and luckily found matches. "Good thing I'm in a match factory." thought Ladybug as she took a match

"I take it there's a plan?" asked Cat Noir.

"Yup kitty cat need you to switch places with Upchuck for this." answered Ladybug.

"Understood M'lady" replied Cat Noir. He leapt into the fray catching Charmcaster off guard and ending hers and Upchuck's stalemate.

"I got her Ladybug needs you." said Cat Noir to Upchuck as he sliced and deflected Charmcaster's mana attacks with his staff.

Upchuck went to Ladybug. "what'd you need?" asked Upchuck.

"When I light this I need you to eat it." answered Ladybug gesturing to the dynamite.

"Um ok tell me when to spit out the explosion then." replied Upchuck.

Ladybug lit the dynamite and Upchuck swallowed it.

"Get close to Charmcaster and then unleash the explosion on her." said Ladybug to Upchuck. He ran towards Charmcaster but suddenly started to bloat from the explosion barely able to keep it in.

"Cat Noir!" shouted Ladybug gesturing towards Upchuck. Cat Noir saw this so when he sees Charmcaster lunging at him with a mana dagger he sidesteps her into falling right in front of the now giant sized bloated Upchuck.

"Now!" shouts Ladybug. Upchuck unleashes the explosion which blasts him backwards and Charmcaster collides with Lucky Girl's cage. Charmcaster then falls to the ground.

Despite being down and exhausted Charmcaster isn't defeated. "You think you've won! I can still fight!" said Charmcaster through clenched teeth.

"Checkmate Charmcaster." said Lucky Girl from behind her. She had just finished with her chalk rune causing the cage to disappear into nothingness.

Charmcaster turned around only to get her lights knocked out by a glowing mana punch from Lucky Girl.

Her unconscious body fell to the floor. The heroes had won.

* * *

**The Next Day After Charmcaster's Arrest...**

It was the weekend so no school today which meant Marinette was spending the day sleeping in, crafting a new dress, drawing a new design, and most importantly thinking about her love dilemma.

Alya sent Marinette a text causing her phone to buzz and vibrate. Marinette grabbed her phone and read the message.

"Hey girl checking in to make sure you're ok." read the text.

Marinette replied back saying she was and set her phone on her desk and sighed.

"Something frustrating you Marinette?" asked Tikki

"Mmmhmm." mumbled Marinette.

"Let me guess. Still don't know which boy you like more?" asked Tikki rhetorically already knowing the answer.

"Yup." answered Marinette.

"Marinette I want to give you further advice but I can't. It's your decision to make and only you can make it." explained Tikki. She then went to a plate of cookies on Marinette's nightstand and began to snack on them.

Marinette thought to herself for about the next hour unable to take her mind off of it. Eventually she made up her mind and called Alya.

"Hey 's up?" greeted Alya.

"I've made my decision." replied Marinette.

"The one on who you want to pursue?" asked Alya

"Yes." said Marinette.

"Oh oh wow I was expecting you to take longer but ok. Who do you want more? Ben or Adrien?" asked Alya

"I...I want to give it one last try with Adrien before giving up on him and trying to move on." answered Marinette

"I think that's a good choice." replied Alya.

Marinette inwardly smiled and felt she had made the correct choice but was still doubting her decision a little.

* * *

**The results of the poll are in. And in a landslide victory Making Benette a thing has won so that will happen but I need to make something clear. I will not just put them together ****immediately after this chapter I want to build it up more and have Marinette make one last shot at getting Adrien's hand before I have her pursue Ben. I hope you all enjoyed this chapter as much as I did writing it but I also have some bad news. I am going to start working at the story at my own pace until Christmas break. What that means is The chapters won't release weekly but just whenever I get them done because I have a lot of stressers right now and need to make school a priority at the moment. There will be a normal length chapter before the 20th but maybe only one. Once the 20th comes around I should be able to resume the normal update schedule. Thanks for understanding **


	20. Chapter 20

Ben and Gwen were watching the live stream of the latest episode of the show Fill My Shoes. Normally they didn't pay much attention to French TV but this was a special case. earlier in that day in class Marinette had asked everyone to tune in because her parents bakery would be on and with famous French Rock Star Jagged Stone.

The show began with its host Alec (who seems to host every game/celebrity show in Paris) welcoming everyone to the show. "Welcome to Fill My Shoes! You're joining us live in a new episode, and our guest today is the one and only Jagged Stone!"

Alec gestured for Jagged to come in front of the camera and he did. "Rock and Roll, yeah! " exclaimed Jagged doing an air guitar as he made hi debut onto the show.

"Filling the shoes of...a baker!" added Alec.

"Yo, Rockers!" said Jagged doing a pose in front of the camera.

Alec continued "And a big thanks to Tom Dupain for having us here in his bakery, the best in Paris, I might add." he then gestures for Tom to come over. He does so but he chuckles nervously, before speaking on-screen clearly uncomfortable "Uhh...hello!"

The show then moved over to the baking area where Jagged was trying to chop some dough with his hands but was stopped by Mr Dupain. "No, no! You have the right energy, Jagged. You just need to be gentle. Haha, hi! More like this."says Mr Dupain nervously waving at the camera. He then shows Jagged how it's supposed to be done.

Alec then asks Jagged a question "So Jagged, how does it feel to fill the baker's shoes today?"

Jagged replied "It's awesome! Check out this edible guitar I made from scratch. This is so rock 'n' roll! Flour, eggs and butter! Flour, eggs and butter! And fire in the oven This is the baker's rock 'n' roll!" He mime plays his bread-guitar while singing to the tune of Smoke on the Water with Mr Dupain. No one actually knows how he made the bread guitar so quickly nor did anyone care.

Jagged then called over Marinette from behind the camera and began speaking 'It's so cool that we get to spend the day together. Marinette's really talented, Alec; she did the artwork for my latest album, and she's only in high school!" The cover of his latest album appears on screen as Marinette nervously makes her way to Jagged's side.

"Wow, impressive! A true family of artists. A talented young designer and a gifted patissier. By the way, what're you gonna bake for us today, Tom?" asks Alec

"Uh...how about some chocolate croissants? Can you grab a bag of flour please, dear?" asks Mr Dupain to Marinette.

"Sure, Dad! Ah!"Marinette accidentally knocks over the bag of flour. All of the flour ends up on Jagged making him look white as a ghost. "Uh oh." said Marinette at her mistake.

Jagged looks dumbfounded for a second but then brightens up "Hey, look! I look like a ghost! Rock and Boo-Hoo!" laughs Jagged.

"Making pastries is obviously no piece of cake! Stay tuned; we'll be right back after this commercial break!" closed Alec as Jagged hugged him for some reason.

The show went to commercial. Ben muted the TV since he didn't want to hear the commercials and turned to Gwen.

"How does Marinette know this Jagged Rock guy again?" asked Ben

"Apparently she made his Eiffel Tower glasses and album cover." answered Gwen not knowing every detail.

"Cool." thought Ben. The fact that Marinette did that upped his respect for her a lot.

They waited for the show to return and when it did for some reason it was in Marinette's bedroom. "And we're back on the air with Jagged Stone filling the shoes of a baker. Let's see how this rockstar cleans off all that flour." says Alec as the camera moves back onto Jagged.

Penny tries to clean the flour off of Jagged, who is distracted by the pictures of Adrien and Ben.

"Hey, there are more photos of these dudes than of me! I think the baker's daughter's got some crushes on some boys." says Jagged whilst winking.

Gwen turned her head from the TV over to Ben to see he was just staring blankly at the screen. She waved her hand in front of Ben saying "Earth to Doofus!"

Ben turned to her and asked "Why does she have photos of me and Adrien on her wall."

Gwen knew exactly why she has pictures of Adrien but she could only assume it was for the same reason with Ben. She also knew she can't tell Ben why so she shrugged and lied "I have no idea why."

Fortunately for her Ben either didn't catch her lying or wasn't paying attention since his eyes were glued onto the TV screen again.

"Aw, teenage love is so sweet! Makes me wanna write a song." said Jagged holding a picture of Ben.

Suddenly Marinette burst through the trapdoor to her room and panicked "What're you guys doing in here?!"

"I'm sorry, Marinette; I couldn't find the restroom." replied Jagged's assistant

"Hey Marinette, you want me to sign this poster of me?" asks Jagged pointing to the poster

Marinette was still panicking and ordered "No! I just need everyone to leave! And you, stop filming! Penny, do something!" Marinette turned towards Jagged's assistant now identified as Penny and she said "You heard the lady." and herds everyone towards the exit when the live footage suddenly goes down leaving Ben and Gwen on a cliffhanger.

* * *

The show resumed with Marinette's mother twirling around a long wooden baking peel like a weapon saying to Bob Ross "How dare you! I demand an apology!" and aiming it at him.

"Darling! What happened?" asked Mr Dupain

Someone then swats Bob on his behind with a guitar, and tosses the guitar into Tom's hands making it look like he did it.

"Hey! Are you looking for trouble?!" growled Bob putting his fists up at Mr Dupain.

Mr Dupain laughs at the camera and then he and Bob butt heads. He then says "I could pretend that this isn't bothering me, but now you've gone too far, mister!"

"Don't even think about laying a finger on my husband!" yells Mrs Dupain aiming the peel closer at Bob Ross.

Then the place descends into pure chaos somehow Jagged gets a bag of flour stuffed on his head and Alec is shoved into him. The cameraman trips but doesn't drop the camera, the boom mic operator jumps into Bob Ross's arms, and Jagged screams out "Oh! What's happening? A ghost! It's a ghost! Where's Penny?! Penny!". Immediately after he cries for Penny the door to the upstairs slams shut leaving everyone scared and on the floor.

Suddenly the Bakery went into lockdown mode and the security shields went down over the windows and exit trapping everyone inside.

"Sure your bakery ain't built on an ancient cemetery?" says Bob Ross with the boom mic operator now sitting behind him.

Things begin flying, activating, slamming and pure chaos all across the room. Everything stops going into chaos for a second and a punk rock looking woman falls through the ceiling. She has a mohawk, skull onesie, and purplish pink jean jacket with what looks like skull face paint on her whole body.

She draped her arm around Jagged and said into his ear "Hello Jagged." in a creepy way.

Jagged jumped away and cried "Whoa! Who are you?! Where's Penny?! Penny!"

The punk rocker stomps her foot and declares "There's no more Penny to deal with all your problems, Jagged! From now on, there's only Troublemaker! ( she clicks her pen twice as she says this, briefly turning transparent between clicks) And I'll make your life nothing but problems!" she then cackled and Ben and Gwen could hear scream and running coming from behind the security shields protecting the place.

Ben shut off the TV and she and Ben stood up.

Instead of making a cool one liner Ben makes a stupid comment "She really couldn't come up with a better name I mean Troublemaker? Come on why not a name related to her power like Ghost of Rock or Intanginator no wait that last one is lame."

Gwen face palms and says "Ben we need to get over there she is clearly an akuma and Marinette and her family could be in danger!" after hearing that Ben stiffens for a second and activates the Omnitrix.

"If that's the stakes then I can't afford to make any stupid decisions." answered Ben as Gwen transformed into Lucky Girl.

"So then what's the plan?" asked Lucky Girl.

Ben smirked and activated the Omnitrix with a bright green flash

* * *

"Here comes trouble again, Jagged!" cackles Troublemaker as she starts toward Jagged.

"Not in my bakery!" exclaims Mr Dupain. He tries to grab hold of Troublemaker, but she passes through him, sending him tumbling. Troublemaker kicks Jagged backward to the floor.

"Penny, stop! It's—It's not—ah-choo!—rock and roll!" pleads Jagged

"I hate rock and roll, Jagged! I only love chaos, and you'll be my number one hit!" puns Troublemaker

Alec and the camera crew approach and resume broadcasting. "You're witnessing the arrival of a new supervillain, live—aah!" says Alec before Troublemaker pushes him away and says on the air "Show's over, people!" she then knocks out the camera, disrupting the broadcast, and cackles again.

Meanwhile Cat Noir descends on his staff, and approaches the sealed bakery entrance.

"Hey everyone, let me take care of this. It'll be a piece of cake!" says Cat Noir to the press before kneeling down and struggling in vain to lift the security shield covering the bakery entrance

Inside the bakery, Troublemaker hears Cat Noir straining, and phases down through the floor to the outside, Cat Noir is knocked backward before Troublemaker phases up through the street. Cat Noir raises his right arm, preparing to use his Cataclysm.

"Catacly-!" Cat Noir was interrupted by Troublemaker grabbing his arm "So you wanna play rescue? No one's gonna be rescued today!" growled Troublemaker.

Troublemaker hurls Cat Noir, who shrieks, into the side of a van parked across the street, making a deep dent in the vehicle from Cat Noir's back. Ladybug's yo-yo then catches Cat Noir's leg, and he is lifted through the air, again shrieking, to Marinette's balcony.

"Right on time, Cat Noir." said Ladybug standing on the railing of her balcony.

"Good to see you, Bugaboo. Looks like we're gonna break bread today, huh?" replied Cat Noir laying back in her lounge chair.

Ladybug was about to rebuke the nickname but was interrupted by Lucky Girl before she could. Lucky Girl arrived via mana platforms to the rooftop.

"We got a plan guys." said Lucky Girl

"We? you're alone." said Ladybug.

"I'm up here." said a voice from Lucky Girl's shoulder.

Ladybug and Cat Noir were both shocked to see a small grey-skinned, frog-like, bipedal alien that is only four inches tall with large yellowish green eyes, which have rectangular pupils and horizontal eyelids. He was wearing a green jumpsuit with a thin vertical black stripe down the front of it and the Omnitrix was on his back. There was also a similar black stripe down the middle of his strangely shaped head.

"Woah! I didn't know you could shrink!" exclaims Cat Noir clearly very curious about this.

"Yes I can but that is irrelevant at this moment. For now you may address me as Grey Matter. Now here's the plan!" stated Grey Matter as he then began to explain the plan.

"So obviously based off of the camera footage every time she clicks her pen she turns intangible and is unable to be touched by anything until she clicks it again. However if nothing can touch her-" "Then she can't touch anything either." Ladybug finished Grey Matter's thought.

"Exactly which is why we need to trick her into giving up her pen or create a trap for her increasingly low density." added Grey Matter.

"Alright then what's the plan?" asked Cat Noir

Grey Matter grinned and began to explain his plan to the heroes.

* * *

Ladybug enters through the skylight, followed by Cat Noir, who turns and closely views the collection of class photos and pictures of Adrien and Ben next to Marinette's bed.

"Oh wow! That's a lot of pictures!" commented Cat Noir

Ladybug extends her arm to deflect Cat Noir's gaze saying "We can take the grand tour later, Cat Noir."

They were followed in by Lucky Girl and Grey Matter. Grey Matter stared at the pictures and was perplexed. Why would Marinette have pictures of him and Adrien all across her bedroom. They weren't there before so why now? His superior intellect began coming up with theories and ultimately he decided on two which seemed most likely. Either Marinette wants to model clothes for both him and Adrien or she's a stalker. The thought of having a crush on him crossed his mind but he discarded the idea since there were more Adrien pictures up rather than pictures of him and he himself had never thought about dating since Kai in the New Mexico Desert.

Cat Noir's danger sense acts up as he sense Troublemaker below. Troublemaker hurls four knitting needles upward toward the heroes, and Cat Noir, forewarned, blocks the needles by raising Marinette's mattress, which reveals more photos of Adrien underneath. Ladybug quickly pushes the mattress back down before Cat Noir, Lucky Girl or Grey Matter can see the photos, sending them tumbling down to the main floor.

They would have fallen on top of Troublemaker but she disappeared underneath the floor before she could have been squashed under Cat Noir's butt.

"Sorry" apologized Ladybug as she came down from the bunk bed's ladder and got into a defensive stance.

Grey Matter had fallen off of Lucky Girl's shoulder and he was planning on it. He ran over towards Ladybug and began climbing up her leg unbeknownst to Ladybug.

Troublemaker reappears by Marinette's chaise longue and throws a parasol at the heroes but misses. Ladybug flings her yo-yo at Troublemaker, but the villain turns intangible with a click of her pen. Troublemaker then returns to being tangible and hurls Marinette's chaise longue at the duo, which Cat Noir catches and tosses behind him amidst a flurry of yet more photos of Adrien, fallen from the chaise. Cat Noir removes a photo from his face, and sees images of Ben and Adrien in front of him. Ladybug quickly grabs the photos away.

"I said later Cat Noir." said Ladybug clearly annoyed with Cat Noir unknowingly prying into her private life.

Troublemaker throws a large trunk at Ladybug from behind but Lucky Girl blocks it with a mana shield. She then shoves the shield at Troublemaker who disappears through the floor.

Troublemaker leaps back up but this time behind Ladybug and she reaches for her earrings. Cat Noir sees this and shouts "Look out!"

Cat Noir splits his staff, and trips Ladybug, causing her to fall away from Troublemaker's reach as well as Grey Matter falling off of her, then strikes Troublemaker back, causing her pen to go flying across the room and settle on the floor.

Everyone knew the akuma was inside the pen so now it was a matter of getting it from over in the corner. Ladybug was getting up when again she didn't notice Grey Matter climbing up her arm since she was so focused on the pen.

The four combatants race across the room to retrieve the pen (with Grey Matter clinging onto Ladybug's arm) Troublemaker between the heroes. All lunging at the floor, Troublemaker grabs the pen first, followed by Lucky Girl, Cat Noir then Ladybug. Troublemaker clicks the pen to dematerialize.

"Touch me if you dare!" taunts Troublemaker as she phases down through the floor, leaving the heroes on their stomachs.

"What're we gonna do? I can't touch her with a ten-foot pole even if I wanted to!" complained Cat Noir

"Her strength is also her weakness. In order to touch us, she must become touchable herself!" said Ladybug

"Yes I did mention that previously so I assumed you would be prepared for that." added Grey Matter. Ladybug screamed when she realized he was on her shoulder and shook him off. Lucky Girl caught Grey Matter.

"Hey I can't fly in this form you know!" growled Grey Matter.

"Sorry I just didn't know you were on my shoulder and it really creeped me out even though I know that was part of the plan." apologized Ladybug.

"It's alright I should have told you I was on your shoulder." replied Grey Matter.

"Ehem well since the plan failed any other bright ideas?" asked Lucky Girl

"Yes It didn't work because Cat Noir had tripped Ladybug before I could leap for the pen so this time I propose we try something similar." suggested Grey Matter.

"What'd you have in mind?" asked Cat Noir

"Simple. The exact same plan but this time after I get the pen I will change to another alien to further ensure that she cannot get the pen back this time." explained Grey Matter.

"I would totally recommend XLR8 since he is the fastest." suggested Cat Noir

"Yes I will try for him but who knows whether the stupid device will actually give me him." replied Grey Matter.

"Wait what do you mean you don't know if it will give you him?" asked Ladybug.

"The Omnitrix often times doesn't give me the alien I want and picks one at random. I am still unsure why it happens." explained Grey Matter.

* * *

The heroes arrive down the stairs from Marinette's bedroom and into the living room/kitchen area.

"Be careful! She's probably hiding somewhere in this room! If she wants to take our Miraculous, she can't be untouchable." warned Ladybug to the team

"And if we can grab her, we can also grab her pen." added Cat Noir

"And capture the akuma too." further added Lucky Girl.

Troublemaker phases down through the ceiling, landing between the heroes, and, solidifying, kicks Ladybug away. She then grabs Cat Noir's right arm, and twists it behind his back, so she can grab for the ring on his clenched fist. Lucky Girl tossed several mana discs at her forcing her to go through the floor to avoid them but also freeing Cat Noir.

When Troublemaker resurfaces from behind Lucky Girl, Ladybug was back up and she wrapped her yo-yo tightly around the her, but Troublemaker dematerializes, escaping the grip of the string, which then falls away loosely before springing back to Ladybug. Troublemaker re-solidifies and kicks Cat Noir away then quickly swiped her leg underneath Lucky Girl tripping her. Troublemaker dematerializes again and jumps through Ladybug, solidifying again to jump off the wall and leap at Ladybug. She pins Ladybug to the floor, holding the heroine's arms down with her left arm, while she takes Ladybug's left earring with the other.

Grey Matter saw his chance and leapt off from behind Ladybug's shoulder and directly at the pen. He snatched it then slapped the Omnitrix on his back.

In a burst of green light Diamondhead now stood in Grey Matter's place with the pen in hand. Diamondhead easily crushed it between his fingers and the akuma fluttered out of the pen's remains.

Meanwhile Troublemaker reverted back into Penny and Ladybug had managed to grab her earring back in the chaos and placed it back on. She threw her yoyo at the akuma capturing it inside and when she released it it was white.

"Bye bye little butterfly." said Ladybug. She was about to throw up her Lucky Charm when she realized she hadn't used her special power and that she couldn't use it without it.

"Um Lucky Charm?" said Ladybug unsure if it would work since she doesn't really need anything. To her advantage it did work and it made a photograph of Ben Tennyson our of magic ladybugs. The picture had a frame with a ladybug pattern around it

"What? A picture of Ben? Is this a sign?" wondered Ladybug in her mind. She didn't let anyone else see what that Lucky Charm was since she had already had enough embarrassment about boys today.

So Ladybug tossed it up at the ceiling and it burst into the magic swarm of Ladybugs everyone had become accustomed to and it reverted everyone back to the way it was.

"Wha...? What happened? Where's Jagged?" asks Penny bewildered at the amnesia caused by being akumatized. She was also on the floor.

Ladybug kneeled down and placed her hands on Penny's shoulders "You're always so helpful, putting everyone before you. Let's worry about Penny for a change. How are you feeling?" asks Ladybug  
Penny pauses to exhale and replies " I'm fine. Thank you, Ladybug."

Ladybug's earrings beep.

"Whoops! Gotta go! Rock and roll!" Ladybug said as she made her departure by leaping up to the loft, then out through the skylight.

"Rock and roll!" adds Cat Noir as he follows Ladybug out of the skylight.

Lucky Girl followed Cat Noir and Diamondhead tried but is to big so he changed to Snare-Oh to fit through.

The heroes were all standing on the roof together. Ladybug and Cat Noir on the railing, Lucky Girl on a mana platform and Snare'Oh on the rooftop balcony/terrace.

"Whew! Well, that was a close call! Looks like you won't find out my true identity today!" said Ladybug relieved

**"**I already know who you are." said Cat Noir warmly

"Huh?!" says Ladybug with worry

Cat Noir leans in towards Ladybug and says "You're the girl of my dreams."

Ladybug giggles and says "Silly kitty!"

"Pound it!" all the heroes said as they did a four way fist bump and then left (minus Ladybug who just whipped around the chimney).

* * *

Marinette enters the building stealthily, sticking close to the wall as she does so.

In the courtyard, Nino, Alya, and Gwen are standing by the bottom of the stairs, conversing. Marinette discreetly creeps past behind them. They glance to their right when they hear something, but see nothing and resume their conversation. Then Marinette hides behind the doors to the locker room when they swing open as Chloé and Sabrina emerge, talking to each other. Marinette then cautiously creeps inside the locker room.

Marinette opens her locker, and places her backpack on the upper shelf inside and lets out a huge sigh of relief

"Phew! Hopefully, they didn't see me!" said Marinette to herself as she shuts her locker triumphantly, only to be startled by Adrien and Ben standing behind the door.

"Hey, Marinette! (Marinette screams after he said that) How's it going? After what happened at your place last night, I was worried that—"

"Oh, so you watched the show, then! Well, uh, look...about what you saw on the show last night — the totographs, in my room—" Marinette interrupted Adrien but then Ben corrected her "You mean the photographs?

"The grotographs, exactly! It-it's not what you think. See...I'm really into fashion, and, umm..." Marinette says meekly. but Adrien interrupts her this time. He leans forward with a piercing, impish glare and says " Are you lying?"

Marinette quickly got on the defensive and said "No! I'm so not into you—I mean, sure, I'm interested in you, but, um, not in that way; well, you know, ha-ha-ha-ha...ha ha!

Adrien chuckles "Just teasing." he said placing his arm over her shoulder and adding "I understand; don't worry. I've got used to having lots of fans...and, photographs of me everywhere — even in the most unlikely places."

Marinette **l**aughs and says "As if someone would have a picture of you under her bed, right?" Both Adrien and Ben knew she did have pictures of them both under her bed but neither pressed the issue since that could reveal their identities.

Yeah. I was wondering; since you're into fashion so much, you could come watch my next photo shoot!" suggests Adrien taking his arm away

"No way! For you?—peal—meal— For real?" stutters Marinette

"Honestly, it's pretty long and boring, but if you were there, it would definitely be more fun! Whaddaya say?" asked Adrien

Marinette very excitedly, throws her arms up and exclaims :Oh wow! Yes! Thank you, Adrien."

"I'll keep you posted, then. (Adrien starts to leave) See you later in class." Before Adrien leaves he stops, and turns to Marinette, causing her to gasp and says "I'm glad to have you as one of my fans" Adrien then leaves.

"So are you a fan of me too despite me not being a model?" questioned Ben startling Marinette who she had forgotten was still there awaiting an explanation.

"Well I uh no I uh..." Marinette wasn't sure what to say.

"I just um think you... would look great in a some designs I have and I pictured a lot of them on you I mean not you you but you in pictures I mean I imagined it was like you were wearing my designs when the pictures were taken." spluttered Marinette.

It took Ben a moment to process it but when he did he said "Ok that makes sense but there's another thing about that that I don't understand. I don't recall posing for a lot of those photos or any of them existing so how could you have gotten them?" asked Ben

Marinette froze with anxiety and her face turned a bright crimson.

Eventually Marinette spoke and decided it was best to just come clean. "I took those pictures of you because I... I think you look... (Marinette took a deep breath) CUTE!" she finally blurted out.

Ben was indeed surprised. When he was Grey Matter he hadn't considered that possibility despite having a super powerful brain.

"So you think I'm cute like being a model cute like Adrien or like I have a crush kinda cute?" further asked Ben

Marinette knew she should have come clean but her anxiety once again got the best of her. "What me crush on you? No way. Totally like a model persplective ach perspective!" stuttered Marinette once again her cheeks blushed crimson in embarrassment.

"Um well ok but uh please don't take pictures of me without my permission Marinette it feels like an invasion of privacy." replied Ben.

"Of course I promise I won't do it again. Still friends?" asked Marinette nervously.

"Of course. Want me to come over and play video games tomorrow? Or maybe you'd like to try sumo slammers on my console." asked Ben

"Sumo Slammers?" questioned Marinette having never heard of it before.

"Yeah it's a Japanese video game one of my favorites. Want to play at the Rustbucket?" asked Ben again.

Marinette smiled and replied "Yes absolutely."

"Great see you tomorrow after school then." farewelled Ben leaving the locker room. Marinette held her breath

Tikki emerges from Marinette's purse and says "Relax, Marinette. You can breathe now!"

"Adrien invited me to one of his photo shoots! and Ben to play Video games! exclaims Marinette throwing her arms up.

"Yeah, that's awesome! And, you even managed to get some normal sentences out, too!" added Tikki to Marinette's list of accomplishments

"Oh, come on! That's not funny!" replied Marinette

"You're totally right. It is not funny." sarcastically replied Tikki

After a pause, Marinette and Tikki laugh, and touch heads.

* * *

**Hope you guys like this chapter. Since Winter break has now began expect the update schedule to get back to being normal with new chapters every Saturday (or Sunday). If anyone has any suggestions don't hesitate to message me and I will respond ASAP. Please follow, review, and fav and have a Merry Christmas or Happy Hanukkah.**


	21. Chapter 21

Ben and Gwen were heading to the Grand Palais to watch their friends audition to be extra's in some famous singer's (that Ben has never heard of) music video. Ben originally declined to go but Gwen forced him to come along despite his protests. She had kept saying that Marinette needed his support or something like that. Ben can understand why it would be nice of him to do so but not why Marinette would need him and when he asked Gwen why she needs him there she just said it was because that's what friends do and not give him a real answer.

The Rustbucket parked near the Grand Palais and Grandpa Max told them to come back when they were done and that he would stay here in the RV. So with that Gwen dragged Ben into the building and to the seats by the dressing trailer Adrien had gotten for them.

When they arrived they saw Adrien leaving the trailer in a 100% accurate Cat Noir costume. The only thing that gave it away was the tow have different eyes and Adrien wasn't wearing a mask.

Adrien looked a little intimidated by the size of the crowd that wanted to play Ladybug.

"Hey it'll be fine Adrien if you can handle doing photoshoots almost everyday you can handle this." encouraged Gwen.

"Thanks Gwen and thank you both for being here. It's always good to have friends here supporting me." thanked Adrien as he then had to go to the stage for the tryouts to determine who will be Ladybug.

In the central area of the main room, a stage with a backdrop has been set up, and two long lines of auditionees to either side have formed in front of it, those for Ladybug on the right, those as extras on the left. Clara Nightingale the singer of the music video is standing on the stage with her star-adorned microphone, greeting the auditionees.

"Thank you for coming, all of you! This is like a dream come true! Together we'll all dance and sing; It's going to be awesome and amazing! "Thank you for coming, all of you! This is like a dream come true! Together we'll all dance and sing; It's going to be awesome and amazing! And now, meet our rising star Adrien as Cat Noir!. greeted Clara.

Adrien walks out toward the stage, waving briefly. The extras react excitedly, Marinette was gasping, and Rose and Alya waving with raised arms. Adrien smiles nervously at the line and waves some more. Adrien walks up to the front of the stage, where Nathalie is holding a tablet with Gabriel seen on it, and the stagehand stands nearby.

Ben couldn't really hear the conversation but it sounded like there was an issue since a stagehand ran off but then the Ladybug auditions began and those had Ben laughing at the hilariousness of those that tried out. They were little children obviously to young for the role. Officer Roger who was just making a fool of himself, and some others that looked ok but were too clumsy for the part.

No one seemed to work well with Adrien on the stage either so even if they were good for the role of Ladybug Clara wanted someone who could work well with Adrien. It ended up with the line becoming empty and no more applicants were left to audition. Eventually Clara sees this too and glances at the extras, and gets an idea. She picks up a tray of snacks from a table by the stage, and carries it over to the extras.

"You must be starving from all this waiting!" says Clara as she brings over the snacks. However while carrying the tray of snacks, Clara deliberately trips herself up, tossing the tray in the air, and falling to the floor. Many of the extras gasp, and Marinette gets out of the line, and runs over to help Clara back to her feet; but Clara hugs Marinette instead.

"There you are! Here's a hug, Because you are Ladybug!" exclaims Clara

Marinette's friends gasp including Ben and Gwen.

"What?! I have no idea what you're talking about!" says Marinette anxiously.

Clara stands herself and Marinette up, and twirls her around then says " You did what Ladybug would have, just the same. Your heart is pure, like hers. What's your name?"

"Uh, Ma— Marinette." stutters Marinette

"Marinette! Say it's so! (Clara gets down on one knee, arm raised) Will you please play Ladybug in my video?" asks Clara

Marinette puts her hands over her mouth in shock.

Marinette's friends in the extras line cheer for her to take the role.

Marinette turns to look over at Adrien onstage, and envisions being there with him, and sighs euphorically, before glancing down at Tikki in her purse and then to Ben and Gwen by the trailer.

"That's so nice of you, and...I'm one of your hugest fans, but...I came here to be an extra with my friends, and I really wanna stay with them." replies Marinette

"That's a pity, a shame; but I understand it's true. That's a very cool gesture, very Ladybug of you! (takes Marinette over and sits her in a chair by a trailer) Just sit over here for make-up, okay? I'll ask your friends to be sent over right away!" says Clara and she then turns and walks away to continue looking for Ladybug auditions.

"Oh! Thank you! Thank you!" thanks Marinette to Clara as she sits by Ben and Gwen.

The rest of Marinette's friends come over and hug and compliment her.

"You're crazy!" said Mylene

"You turned down filming with Adrien to be with us?" said Alya

"You really are the best!" said Rose

After they let Marinette go Ben says "I'm surprised you didn't take the role of Ladybug you look perfect for the part."

Marinette blushes and replies "You really think so?"

"Yeah you both have pigtails tied in ribbons and they same hair color and maybe the same eye color..." says Ben seemingly starting to connect the dots. Marinette begins to panic a bit so she changes the subject to the exact opposite. "Thanks but I'm definitely not right for the part of Ladybug. I'm too shy and clumsy to possibly be Ladybug."

"Marinette you don't actually have to be Ladybug just act in a video in a costume." said Gwen

"Uh yeah I know but I've also never done acting before so I'd probably be terrible at it." replied Marinette still trying to keep the subject on how she is different from Ladybug.

Ben shrugged and added "Only way to know for sure is to try."

The discussion was cut short when Chloe and her father showed up late to the Ladybug auditions but she did have a good costume and wig but of course was bragging and gloating. "Thank you all for coming. You can go home now."

"Uh, heads up; brat alert in the immediate vicinity." said Alya

"Don't worry. Knowing Nightingale, Chloé doesn't stand a chance of being chosen." replied Marinette.

"Wow! What's happening to you today? I have to bow before so much wisdom!" said Alya bowing.

"That's right. From now on, the name's Master Marinette Dupain-Cheng!" declared Marinette

They all laugh but Ben ends their laughter "I wouldn't be too sure. Nightingale is out of applicants so if Chloe passes the tests then despite her character Nightingale may just choose her to do the video." said Ben pooping everyone's party.

"Your "Ladybug" has arrived! So when does the shoot begin?" declared Chloe right into Clara's face

"Chloé, everyone has to audition. You know that!" said Adrien.

"Oh yeah, that little formality." said Chloe before showing off her dance moves. "Aaah...ha ha. It's been a while. Eight years of private classes with Aurélie Dupont from the Paris Op-er-a. I know. I'm breathtaking." bragged Chloe.

"You've definitely got enough talent for me, But you and Cat Noir have to be a good match, you see." rhymed Clara

"No problem! Adrikins and I have known each other since we were little!" replied Chloe whilst hugging Adrien.

Clara still seemed unsure her dance moves were good and she apparently worked well with Adrien but her personality seemed wrong for the part.

"The son of the world's greatest fashion designer and the daughter of the Mayor of Paris — that would be just perfect!" said Chloe's father

Marinette growls at the fact that Chloe is actually being considered for the role.

"Is there a problem, Master Dupain-Cheng?" jokes Alya

"Chloé playing Ladybug? No way! Not gonna happen!" replied Marinette angrily

"Oh? That bothers you more than not being with Adrien in the video?" said Alya surprised

"Uh, if I were Ladybug, I wouldn't want a brat like Chloé playing me." added Marinette

Back to the stage Clara thinks a moment, and walks to the stage edge where Nathalie is standing holding a tablet with Adrien's father Gabriel on the other side in a facetime call, and kneels down.

"What do you think, Gabriel?" asks Clara

"Hmmm. Artistically speaking, the young lady with ponytails would've been ideal; but it's time to start filming. We'll make do with Miss Bourgeois." answered Gabriel.

"I trust you, Gabriel." replies Clara

"Woohoo! We're both going to be in a music video, Adrikins! ...Or should I say, Adri-cat! Get it? "Adri-cat"?" laughs Chloe

"Adri-cat, yeah." replied Adrien clearly not being serious.

Marinette was about to stand up and agree to be Ladybug but Gwen beat her to it.

"Hey wait! I want to try out for Ladybug." shouted Gwen rushing over to the stage.

Clara scratched her chin and said "All right I think we can afford a few more minutes for one more tryout. Go ahead Mrs..."

"Gwen. Gwen Tennyson." said Gwen introducing herself.

Before Gwen could begin Chloe butted in "You think you can do better than me. In your dreams! I am the best at everything! No one is better than me!"

"That is up to Ms Nightingale and Mr Agreste Chloe, Not you." calmly replied Gwen not letting Chloe get under her skin. Chloe stormed off of the stage and decided to stay and watch Gwen's 'pathetic' attempt to be better than her.

Gwen surprised everyone in the tryout (Minus Ben) with her dance moves and ability to keep her balance when doing flips and and even using a yoyo without accidentally hitting herself on the head.

After the tryout she was met with applause from all of her friends and Clara. "Well done indeed. I much prefer your moves to that of Ms Bourgeois here." started Clara but was interrupted by Chloe shouting "WHAT! HOW DARE YOU!". Clara ignored her outburst and resumed "But like I mentioned to Chloe, you and Cat Noir have to be a good match."

"I think me and Gwen could work well together. We may not know each other very well yet but I am willing to do this with Gwen." interjected Adrien not wanting to be close to Chloe.

"Hmmm Gabriel your thoughts?" asked Clara.

"It does seem possible but I must ask. Ms Tennyson where did you learn your skills clearly one requires much training to utilize such form and balance." asked Gabriel.

"I've taken many years of judo and some other martial arts as well as cotillion although I don't think that could be of much use here." answered Gwen.

"I think this could work if She wears a wig, maybe some contacts, and maybe see how well she dances with my son." stated Mr Agreste.

"Wonderful. Then it looks like we have our new Ladybug." declared Clara earning claps and cheers from the extras and Gwen's friends.

Clara then thanks Gwen "Awesome! This will be the best video yet! Thank you Gwen. (turns to Chloe) I'm really sorry, what's-your-name, But you can still be an extra in the video, if you're game!"

"What?! You want me to be a mere...extra?! Ridiculous! Utterly ridiculous!" growls Chloe stomping away followed by her father.

* * *

Gwen looked at herself in the mirror. She liked the look of the suit except that it lacked detail. It was mostly just completely red with black polka dots but it does look accurate to the real thing. She put the mask and wig on and then looked at herself again. she looked completely like Ladybug except maybe a little taller and with green eyes.

_knock knock_

"Come in." said Gwen. Ben entered and closed the door behind him.

"Wow if I didn't know better I'd say you were the real Ladybug." said Ben.

"Thanks Ben."

"Yup right down to the bossy personality with some added dorkiness." added Ben clearly joking.

Gwen playfully hit Ben on the shoulder and the two laughed. After they stopped laughing a stagehand knocked on the door and said "You ready Gwen?"

"Yeah be out in a sec." replied Gwen.

Before she could leave Ben grabbed her wrist and asked "Wait tell me. Why did you choose to be Ladybug in this? I mean if you had actually wanted to you would have auditioned so why the change of heart?"

"Because I couldn't let Chloe be Ladybug and I know Marinette really didn't want to and I knew she would have said yes just to keep Chloe from playing Ladybug so... I guess I did it for Marinette because she's my friend and a really good friend to (with emphasis on that last part)." explained Gwen.

Gwen then left the trailer to go shoot the video leaving Ben wondering why she had added emphasis that really good friend part.

As Gwen walked over to the stage she could hear Alya, Marinette, her friends, and others cheer for Gwen.

"Spot on! And spotlight!" said Clara as the spotlight guy switches on the spotlights.

"So, you're Ladybug and Cat Noir, right?"

Gwen nodded yes but Adrien was more uncertain saying "No! Uh...uh...yeah! (chuckles) Aah..."

Clara than instructs Gwen and Adrien on arm movements for dancing.

"One, two, and three." says Clara.

Gwen and Adrien, facing Clara, copy the moves, Gwen is lagging a bit behind Adrien. Their friends (and Ben) watch from just in front of the stage.

"Your dance moves need to be synchronized if you can, So you'll need to hold each other by the hand." instructs Clara

Gwen and Adrien turn to face each other, and clasp their right hands as if shaking hands.

"Okay." replies Adrien chuckling as he and Gwen smile nervously at Clara, and their friends giggle.

Clara quickly corrects them "Not like that. Don't be shy! (puts Adrien's left hand in Gwen's right hand) Like lovers do. Give it a try!"

Alya whispered in Marinette's ear "You feeling jealous yet?"

"What me no it's just doing something big and awesome with Adrien and oh my gosh yes I'm feeling jealous." replied Marinette slumping her shoulders.

Alya there thered her with a pat on the back and then began taking phone pictures of Gwen and Adrien, as the other girls watch.

Pictures are seen of Gwen and Adrien gaping, then smiling bashfully as they look up away from each other clearly embarrassed by their awkward situation.

"Oh! I can't believe how much they look like the real Ladybug and Cat Noir!" exclaims Rose

"One final task: Put on the mask." said Clara

Adrien nervously replies "Uh, I didn't see it. I looked everywhere in the dressing room for it but it was...nowhere to be found!."

Clara laughs, prompting Gwen and Adrien to laugh, then their friends (and Ben) as well.

"They don't look a thing like the real Ladybug and Cat Noir now!" said Alya looking back at the awkward pictures of the two.

A Stagehand then shouts from next to a dressing trailer "It's okay! I found them!"

Adrien gasps in dread. Moments later, Clara hands Adrien his mask.

**"**Go ahead, put it on Adrien. We've got a lot of singing and dancing to do!" says Clara

Adrien anxiously stares down at his mask in his hands, the eyes of the whole room upon him as well as his friends cheering for him to put it on.

Adrien slowly raises his mask to his face, closing his eyes when he had his mask near, until...

Mayor Bourgeois came walking in, carrying a stack of papers about a foot tall, as Chloé smiles smugly and smirks behind him. "I'm sorry. My administrative staff just realized you never submitted permit A38 as stipulated in the circular B65 that one can only get at counter C, third floor of City Hall, which is, alas, closed for renovations until August, which means you don't have a permit to shoot...anywhere in France, including Paris." said Chloe's father dropping a heavy stack of papers in Clara's hands.

"I...I don't understand." replied Clara bewildered.

"It means no more dancing, no more singing today, (grabs Clara's microphone, and throws it off the stage) The nightingale can spread her wings, and fly away! Oh! Did you hear that? I made a rhyme! How talented am I?" mocked Chloe.

Clara tosses the papers aside, and tearfully runs down from the stage to her fallen microphone, and picks it up to see the damage. The star decoration on it is cracked.

"No! The video needs to be shot here, in Paris, the capital of love, the city of Ladybug and Cat Noir. This ruins all of my plans! I'm so sorry, my beloved fans!" cries Clara as she runs away in tears, and into a dressing trailer, where she leans back against the door, crying.

* * *

Ben ran up to Chloe and shouted "Not cool Chloe! Why do you always have to have your way and why does that always mean trampling upon other people! It's not right!"

"Puhlease. I always have to have my way because I'm better than you peasants will ever be. And if I don't get my way well you saw what I did to Nightingale." bragged Chloe

Chloé claps several times for attention as she addresses the extras and everyone else there.

"The show is over! You all have to leave now." ordered Chloe who then laughs in evil triumph.

The extras start to leave. A glowing whip suddenly strikes Chloé and her father, giving them pink auras.

**"**Sing, dance or rhyme, Or you'll be frozen in no time!" shouts the new akuma Frightningale.

Adrien, Gwen(back in their regular clothes),Ben, Marinette and everyone else witness from the trailer area. Extras gasp.

As she and her father approach Frightningale Chloe says "What is she talking about? Dancing and making rhymes? And why not play the trumpet too, while you're at it-" Suddenly she is turned into a shiny pink statue, causing everyone in the room to gasp.

"Chloé, hon'! Please! Please! I'll keep up this rhyme, Don't make me freeze, not this time!" pleads/rhymes Chloe's father.

"Oh, bravo! And you've got the right tempo!" says Frightningale. She then spins her whip, and starts whipping some of the extras below, who turn into shiny pink statues while the rest flee in panic.

Marinette runs inside a trailer to transform and Adrien in a secluded spot. Ben and Gwen run away with all of the other extras to find a place outside the Grand Palais to transform.

Ben and Gwen eventually hide in a nearby subway tunnel and find a secluded area in it that only railway workers go to. Inside the two cousins both transform with flashes of green and pink light.

Ben changed into Eye Guy and Gwen into her Lucky Girl disguise. The two superheroes ran out of the subway entrance to see Ladybug already fighting Frightningale on top of the Grand Palais.

"I thought you were a fan of Cat Noir and me, Nightingale; so you should know that we fight villains!" said Ladybug

"I'm Frightningale from here on out, forever and ever, there's no doubt! And if you stand in my way, There'll be a price to pay!" replied Frightningale

Ladybug tried to reason with Frightningale "You have to come 'round! Don't let negative emotions take you over!"

Ladybug flings out her yo-yo at Frightningale, but she catches it, and spins the end of it as she approaches Ladybug.

"Song and dance will make the world a better place. Don't agree with me? Ha! Then you're a disgrace!" insults Frightningale

"Eye've got her!" shouts Eye Guy preparing to blast Frightningale but is stopped by Lucky Girl.

"Wait if you fire now you might hit Ladybug!" said Lucky Girl

"Then how am I supposed to stop the bad guy?" asked Eye Guy

"We need to wait for an opening." answered Lucky Girl.

Eye Guy slumped and said to himself miserably and sarcastically "Great. Just great.".

Meanwhile Frightningale tries to hit Ladybug by twirling the end of the yo-yo she's holding. Ladybug's dodging it, takes their fight off the roof, and down to the ground in a sea of pink statues that were once people. Ladybug regains control of her weapon and tried one last time to reason with Frightningale. "I can help you if you give me your akuma!"

"I won't let you take my akuma away. I like the new me, and I'm here to stay!" replied Frightningale

Frightningale charges toward Ladybug, but she is tripped by Cat Noir's staff.

Cat Noir recovers his staff and spins with it then says "Do you mind if I join the dance?" He extends his staff to the ground in front of him and rests his chin on it, on his hands.

Before Frightningale could leap back up Lucky Girl placed a pink dome over her trapping her inside.

Frightningale hits the dome with her hands and demands to be released. After that doesn't work she tries hitting it with her whip which also doesn't work.

"Well that was easy." said Cat Noir placing his staff between his shoulders and behind his neck.

"Its not over yet we still need to recover her akuma." said Ladybug. "Let her out and then we'll spring a four way trap." added Ladybug

"I hope you're right about this." said Lucky Girl as she dropped the shield.

Unfortunately this was exactly what Frightningale needed to gain the advantage for as soon as the dome fell she was kneeling then sprang up and sun her whip 360 degrees whipping all of the heroes.

All of them gained a pink glow except Eye Guy who wasn't hit but the Omnitrix was.

"Welcome to my musical show. I hope it will be your fatal blow!" cackles Frightningale not noticing that Eye Guy is unaffected

Cat Noir starts forward for another attack, but Ladybug grabs his arm.

**"**Wait! Stay right here and dance, Or else you'll be frozen... uh, without a chance!" said Ladybug as she begins moving rhythmically in place.

**"**Yeah, you're right. We have to rhyme. Not so easy, um...all the time?" rhymed Cat Noir

Eye Guy stood up only to realize that he isn't glowing and dancing like everyone else but pink sparks were coming out of the Omnitrix.

"Uh oh Eye've got a bad feeling about this." said Eye Guy as a pink orb began forming around the Omnitrix drawing everyone's attention.

"What is that... uh could it be a bat?" rhymed Lucky Girl whilst dancing.

"What is this why are you not dancing freely? And why must your chest piece glow so strangely?" questioned Frightningale when suddenly a purple outline appeared over her face indicating she was communicating with Hawkmoth.

"Frightningale I don't know why your power isn't affecting him but it seems to have damaged his miraculous. Get away from him before whatever destructive side effect takes place!" warned Hawkmoth. The purple outline fades and Frightningale begins to run away but is tripped by Ladybug wrapping her yoyo around her leg and pulling her down.

"Let me go you fool! Or we'll all be doomed!" insulted Frightningale.

"Not a chance-" Ladybug didn't get to finish as the ink orb forming around the Omnitrix burst and covered everything in an expanding pink sphere absorbing everyone in the plaza outside the Grand Palais.

* * *

Ben woke up to find that he was back to being himself and was laying in front of the unconscious forms of Ladybug, Cat Noir, and Lucky Girl with Frightningale nowhere to be seen.

"Ugh what happened." thought Ben. It was then that he looked at his wrist to see that the Omnitrix was just a badge on his wrist and was sparking off some pink electricity when he tried to touch it.

Ben also noticed that they weren't in Paris anymore but in a place that looks like it is made of Diamonds as well as all of the pink statues being there along with them.

"Oh man." was all Ben said as he realized that he wasn't on Earth anymore.

**To Be Continued...**

* * *

**The next part should be up by next Saturday as long as school and travel doesn't interfere too much. Hope you all liked this chapter and I plan on making Frightningale more like her name in the next chapter if you know what I mean... anyways thanks for reading and please review, fav, and follow if you haven't already.**


	22. Chapter 22

_**Previously**_

Ben woke up to find that he was back to being himself and was laying in front of the unconscious forms of Ladybug, Cat Noir, and Lucky Girl with Frightningale nowhere to be seen.

"Ugh what happened." thought Ben. It was then that he looked at his wrist to see that the Omnitrix was just a badge on his wrist and was sparking off some pink electricity when he tried to touch it.

Ben also noticed that they weren't in Paris anymore but in a place that looks like it is made of Diamonds as well as all of the pink statues being there along with them.

"Oh man." was all Ben said as he realized that he wasn't on Earth anymore.

* * *

Ben knew he was screwed as soon as he woke up on this strange world but what made him knew he was even more screwed was that the Omnitrix was messed up and all of the other heroes were waking up and right about to discover his secret identity.

Desperately Ben repeatedly slapped the Omnitrix as Ladybug started to stir. "Come on work any alien! I don't care even Ghostfreak would work just-" Ben was cut off as a flash of green light surrounded him and when it dissipated he was now Ghostfreak.

Ghostfreak looked at himself to check for any abnormalities (well any that weren't usually there on him. He is a strange ghost alien that is capable of gaining a separate mind from Ben's and escaping the Omnitrix.) He looked normal except that the Omnitrix was still green and sparking a little bit of pink lightning within his chest bt he wasn't feeling it.

"Woah. Even I'm freaked out about this and I'm the one that usually does the freaking out of others." thought Ghostfreak to himself.

Ladybug got up to see Cat Noir and Lucky Girl unconscious. She went down to Cat Noir holding his face.

"Cat Noir please wake up!" pleaded Ladybug. She slapped his face and that got him awake shouting "Ouch!"

Cat Noir looked around and asked "M'lady where are we?"

"I don't know." Ladybug replied.

"We're on another world." said Ghostfreak scaring the heck out of Cat Noir who leapt into Ladybug's arms.

"What the heck is that!?" cried Cat Noir

Ladybug dropped him and said "There isn't any reason to be afraid (or at least there shouldn't be she mentally added) Cat Noir this is the alien hero."

"Oh so this is the creepy ghost form you were telling me about." said Cat Noir regaining his composure and apologizing "Heh sorry I got scared about you. You just look like-" "- A Ghost." said Ghostfreak finishing his sentence.

"yeah" replied Cat Noir.

Lucky Girl began to wake up and as she got up she noticed Ghostfreak and was taken aback a bit until she realized it was Ben and not the villain.

"Weren't you Eye Guy just a moment ago?" asked Lucky Girl still not fully awake.

"I was but who knows how long we've been out. And that should be the least of our concerns at the moment." answered Ghostfreak.

"Why's that?" asked Lucky Girl

"Um cause we're apparently on an alien planet." said Cat Noir still trying to wrap his head around this.

That statement snapped Lucky Girl back to reality and she took in her surroundings. "Wow um I think we're maybe on Diamondhead's home world. I mean it is made of crystals."

"Yeah that's a good assumption." replied Ghostfreak.

The ground began to shake catching everyone's attention. "Does this world usually get earthquakes?" asked Cat Noir

"No clue never been here before." replied Ghostfreak

"Um guys I don't think that's an earthquake." said Ladybug pointing to the horizon.

Everyone looked to see a stampede of Wildmutts approaching but something about them wasn't right. Their fur was white instead of orange and they each had two giant rainbow colored pigtails. They were also being led by none other than Frightningale whom was riding the one in the front whilst cackling to herself.

"Run!" shouted Lucky Girl as she formed a mana board underneath her feet and rode it away like a hoverboard. Ghostfreak followed by floating and Ladybug and Cat Noir on foot.

"Why are they chasing us!" said Cat Noir.

"Vupimancers are carnivores. They're probably hunting us. But as for the crazy look I can't explain." said Ghostfreak.

Suddenly the Omnitrix's pink lightning crackle worsened and began hurting Ghostfreak. He hissed at the pain and writhed in pain on the ground as the lightning spread over him. Unfortunately his pain wasn't going to stop soon and the vulpimancers were gaining ground.

Lucky Girl circled back to get him before the Vulpimancers but she wasn't fast enough and they arrived before her. Ladybug and Cat Noir followed and both of them knew this meant a confrontation was inevitable.

Surprisingly instead of trying to chew Ghostfreak apart the Vulpimancers stopped at Frightningale's command. She (still on her Vulpimancer) trotted up to Ghostfreak who was no longer in pain but gasping for breath.

"Well well well. Looks like I've got you to thank for this incredible new world to mold in my image then." said Frightningale without rhyming.

"Me? What are you talking about?" questioned Ghostfreak as he resumed floating.

"Well I thought you would know. You were the one that sent us here silly." replied Frightningale.

"I didn't send us here why would I?" spat Ghostfreak clearly frustrated. Lucky Girl landed by his side and her platform disappeared.

"Well it was the thing on your chest that exploded into pink light. Then the next thing I know I'm here in control of these monster dogs." replied Frightningale.

Ghostfreak realized that it must have been a glitch in the Omnitrix that sent them here. But since the Omnitrix doesn't have the power to teleport (Or at least not that he knew of) it could only mean one thing. They were trapped inside the watch in its environment simulation area which would explain the Wildmutt's on Petropia.

Ghostfreak leaned towards Lucky Girl and moved his eye towards her. "You don't think we're stuck in the watch again do you?" he asked

"Probably are I mean how else would the Wildmutts get here" whispered Lucky Girl back to him.

"What you guys talking about huh? It wouldn't be the secrets of manipulating reality now would it? Because it seems that that device in your chest has done just that. And imagine what I could do with a device that powerful! I could make everyone sing and dance and live in harmony. More importantly I could eliminate that brat Chloe Bourgeois." growled Frightningale as Ladybug and Cat Noir arrived

Frightningale no longer seemed to be the rhyming statue making villain she once was but now seemed more bent on world domination and ultimate power. Ghostfreak assumed it must have been the blast that warped her mind even further than being akumatized did. Either that or it worsened her akumatization somehow.

"Listen I think we need to get going so as soon as I turn into Upgrade I need you to do the spell that got us out of here last time" whispered Ghostfreak prior to moving his eye back into place and facing Frightningale.

"Sorry loser we haven't got time to chat so bye bye." said Ghostfreak slapping the dial on the Omnitrix transforming himself in a green flash into Upgrade.

"Lucky Girl Now!" shouted Upgrade. Lucky Girl's hands lit pink and she recited the spell "Discombobulus Negatum!". Pink energy blasted out of her hands and struck Upgrade causing his form to malfunction and shift between liquid state and solid state.

"Aaaaghhhh!" cried Upgrade. Unfortunately Upgrade regained his form in a moment and they were still trapped on Petropia. He looked at himself and said "Um why didn't this work!"

"I don't know it did before!" replied Lucky Girl equally baffled.

"Um what was supposed to happen exactly?" asked Cat Noir

"The spell mixed with Upgrade should have taken us out of here but it hasn't and I have no clue why it didn't work!" explained Lucky Girl.

"Now that you all are done trying to escape how about-" Frightningale was interrupted by a sudden voice saying "Warning System protocol error. Virus Detected"

"Now that sounds unfamiliar." said Upgrade.

"Which means that this isn't the same situation as before which must be why the spell didn't work."added Lucky Girl.

"Enough! I don't what this stupid error is but I don't care! All I know is that I control this land and I will not let you all take control of this place from me! Frighninghounds attack!" ordered Frightningale. The Frightninghounds roared and charged at the heroes. Upgrade had to switch to XLR8 to get out of there before they could trample or eat him and Lucky Girl pulled Ladybug and Cat Noir up on a mana platform to an elevation that the Frightninghounds can't reach.

Frightningale cackled and said "Do you really think that you can escape me up there hah!" she drew her whip and began trying to hit them off of the platform with it. In response Lucky Girl turned it into a cube with them inside. However when she drew her whip the Frightninghounds vanished into thin air.

Frightningale grinned and said "You think that can stop me! Fools I am only just beginning to scratch the surface of my new power!" suddenly she began to grow and look even more terrifying. Her rainbow hair turned a purplish black and her white skin a dark grey. Her suit lost all of its glitter and turned a pitch black. The star on her chest and all other decals on her suit turned a crimson gained a red crimson belt with her microphone attached. Her eye covers (The weird sunglasses things over her eyes) were no longer mixed colors but tinted the same crimson red on the ends as on her suit and the two strands of colored hair by her face were now dyed red. Her eyes were also all black with red pupils and irises giving her a complete monstrous appearance.

"Ready to be eliminated!" boomed Frightningale with a voice sounding like a monster from a horror movie

* * *

Gabriel Agreste was worried for several reasons. The first being he had lost connection with the akuma which had never happened before now so who knows what she's doing with unchecked power. Second everyone and every pink statue that was outside the Grand Palais is now missing and has been for the past twenty minutes or at least according to the news it was so.

"This Nadja Chamack live at the Grand Palais. It has been roughly twenty minutes since a burst of pink light caused our heroes to vanish along with the latest supervillain and her pink statues. We will continue to cover this event with live updates but for now here is a list of all those that are currently unaccounted for..." The reporter began listing off names of those who were missing which brought Gabriel to his third issue. His son Adrien was on the missing persons list.

Gabriel switched off the monitor in his office and called for Natalie.

She came in very quickly and said "You called for me sir."

"Yes I did. I need you to be at the scene of where my son vanished at the Grand Palais and to tell me if there is any clue as to what happened to him and everyone else that vanished in the pink light. I will be sure to video call you once you arrive so bring your tablet with you." explained Gabriel in his always serious voice.

"Yes sir" was Natalie's reply as she left his office.

Gabriel continued staring at the monitor with the news as the reporter continued reading off names of those that had vanished. Silently he thought to himself "Please Ladybug and Cat Noir. Save my son."

* * *

Back in the simulated Petropia Giant Frightningale was about to smash Lucky Girl, Cat Noir, and Ladybug with her fist. The fist slammed on the mana cube shattering it into pieces and dispersing the heroes across the diamond landscape.

Before any of them hit the ground XLR8 zoomed in and brought each of them into a crater in the distance from Frightningale.

"You cannot escape me!" roared Frightningale so loudly it could be heard from the crater.

"We need a plan on how to get out of here." said XLR8

"Easier said than done. Especially when we know nothing on her new powers. It's like they're unlimited" said Cat Noir

"Maybe not. When she summoned her whip the Frightninghounds vanished and when she turned giant her whip was missing." said Lucky Girl.

"So you're saying she can only use one power at a time?" asked XLR8

"Probably but it looks like she's getting stronger and I bet that's why we're trapped here." replied Lucky Girl

"How so?" asked Ladybug

"Well the Interface said virus detected so maybe Frightningale is the virus since she also struck the Omnitrix with her whip which probably caused all of this somehow." explained Lucky Girl

"So you're saying that the reason we're stuck here and she has so much power is because she is the virus we have to defeat to escape?" asked Cat Noir

"Exactly." replied Lucky Girl

"And what if you're wrong?" questioned XLR8

"Anyone else have a better idea on how to get us out of here?" said Lucky Girl sarcastically. She got no reply.

"Ok so my plan is Waybig will distract her whilst the others pummel her with their attacks slowly wearing her down." explained Lucky Girl.

"I got a two questions with this plan. One why don't we just use M'lady's Lucky Charm to give us something to beat her and two who's Waybig?" asked Cat Noir

"One of my aliens. You'll understand why I call him that once you see him." said XLR8 grinning since he rarely gets to use Waybig due to his size being a safety hazard to everyone else.

"You're right a lucky charm could really help with the plan. So maybe now would be a good time to use it." said Lucky Girl agreeing with Cat Noir.

"Alright let's hope I'll know what to do with it." said Ladybug getting a confident smile of reassurance from Cat Noir. "Lucky Charm!" shouted Ladybug tossing her yoyo into the air. A swarm of magic Ladybug's appeared around it and turned into a long silky whitish silvery rope. It fell into her arms and was heavy.

"Agh what is this thing?" questioned Ladybug dropping it onto the ground.

Everyone looked at it trying to figure out what it is. Lucky Girl touched it and noticed it was sticky and appeared to be made of lots of small strands. "I think it's Spider silk." stated Lucky Girl removing her glove from it.

"Spider webbing gross." said XLR8 getting weird stares from everyone else. "What it comes out of a spider's butt so it's gross." said XLR8.

Lucky Girl facepalmed at that and replied "It doesn't come from the butt it comes from the abdomen."

"Whatever" replied XLR8

Whilst they were arguing Ladybug had climbed up to the edge of the crater and began looking for things to match her lucky charm with. She saw two adjacent pillars of diamond, XLR8, and Frightningale's microphone which sat on her belt. Ladybug gained a look of satisfaction on her face which didn't go unnoticed by Cat Noir.

"I take it you have a plan M'lady?" Cat Noir said.

"Yep and I'll need everyone's help to complete it." replied Ladybug with a confident smirk.

* * *

Giant Frightningale turned over large pillars of diamond and tore up the diamond ground in search of the heroes. Of course she had no luck since the heroes weren't even hiding from her.

"Hey ugly!" shouted Lucky Girl

"What happened to your make you look ugly without it!" added Cat Noir

Giant Frightningale turned to them and snarled "I'll destroy you!"

"Eeesh she's really gotten angrier and dumber since she turned giant sized." said Cat Noir to Lucky Girl as the two hopped onto a mana platform and rode it away from the adjacent diamond pillars. Giant Frightningale followed them and tried to swat them like flies.

"That's good for us. It makes it easier for the plan to work." replied Lucky Girl as she narrowly dodged Giant Frightningale's hand.

"Fly faster please." said Cat Noir.

"Don't you think I would if I could. I'm not used to using this as a getaway and especially not with passengers." replied Lucky Girl

Ladybug looked out from the crater to see Giant Frightnigale running after Lucky Girl and Cat Noir in the opposite direction of the adjacent diamond pillars. This is exactly what she wanted.

"Ok Go Four Arms and carry the web rope to the pillars." instructed Ladybug.

"I just hope the Omnitrix doesn't time out on me soon." replied XLR8 as he then transformed into a new alien in a flash of green light. Of course he wasn't Four Arms like he intended but he was Frankenstrike.

"Frankenstrike! I wanted Four Arms you stupid thing! But I guess I can make this work." complained Frankenstrike as he picked up the large heavy rope of spider silk. Frankenstrike dragged it over to the pillars and Ladybug tightened it on to the pillars by wrapping her yoyo around the web rope (She still held the circular end piece). The yoyo pushing it onto the pillars and the web's natural stickiness made it stick strongly to the pillars and the perfect tripwire.

Ladybug dialed up Cat Noir. He picked up quickly and said "Hello Bugaboo. How's the trap going?"

"Its ready you can bring her on back." replied Ladybug

"Great see you there M'Lady." finished Cat Noir hanging up. Ladybug had rolled her eyes at the bugaboo and M'lady comments.

"Its time to lead her back." said Cat Noir to Lucky Girl

"Took them long enough." commented Lucky Girl as she did a fast 180 and went back towards the pillars instead of away. Giant Frightningale followed them.

After about a minute or two they were nearing the pillars but unfortunately Giant Frightningale was able to snatch them up in her fist. Lucky Girl quickly switched the platform into a protective sphere but they were stuck within Frightningale's hand.

Cat Noir quickly dialed up Ladybug on his baton. She answered and he said "Um we have a situation"

Before Ladybug could ask what was wrong Lucky Girl butted in and said "She has us trapped in her fist we need a rescue."

"What no we have no rescue plan. (Ladybug sighs) Alright me and Frankenstrike I think will come try to save you once we do try to lure her back towards the trap." replied Ladybug ending the call.

Once she hung up she said "Ok Frankenstrike we'll need to- Frankenstrike?" Ladybug had noticed that in the middle of her sentence Frankenstrike was gone and running directly towards Giant Frightningale. "Hey wait!" she shouted after him but it fell upon deaf ears as he kept running.

As Frankenstrike neared her he slapped the Omnitrix triggering one final transformation. In a flash of a giant blinding green light now stood a colossal humanoid creature with a large fin on his head, which is black at the front and red at the bottom. He has blade-like growths on his shoulders and spikes on his waist. He also has red arms with two black lines and white fins on the elbows, wristband like outgrowths on his wrists and yellow eyes on his head. He has red feet with two toes, a black sandal-like covering on the middle of his feet and three black lines on the side of his neck. This is Way Big

Ladybug's mouth was agape in shock. She had no idea that he was so powerful. Giant Frightningale however was not intimidated by Way Big.

"So you want them back huh? Well go get them!" taunted Giant Frightningale as she then tossed them across the diamond plains.

Way Big's eyes widened in fear and he shouted "No!". He leapt towards the sphere barely catching it in his hands. He clutched it to his chest as his body hit the ground. He released the sphere and Lucky Girl dissipated it allowing herself and Cat Noir out.

"Thanks but uh maybe next time you could be less rough with the landing" said Lucky Girl who looked like she was about to puke.

Way Big stood up and said sarcastically "Your welcome."

Before he could react Giant Frightningale kicked him in the back knocking him down back towards the ground right where Lucky Girl and Cat Noir are standing.

"Agh!" cried Lucky Girl and Cat Noir as they narrowly evaded being crushed by a To'kustar.

"Hahaha you may be big but you're weak." taunted Giant Frightningale. Way Big growled under his breath and shot up slapping his fist across Giant Frightningale's face causing her to stumble back clutching her face. Her eye visor was broken and it fell off of her face.

Giant Frightningale gritted her teeth and leapt at Way Big a punch at the ready. Way Big grabbed her fist and used her momentum against her throwing her into a stray diamond pillar. The pillar broke on impact. Giant Frightningale got up still furious.

"I'll destroy you!" roared Frightningale as she charged at Way Big. She threw a fist at him which he caught but then she got him with an uppercut causing him to stumble back. Their fight continued with them exchanging blows like this for a while.

Eventually the tide changed when Way Big spotted the web pillar trap he and Ladybug had set up directly behind Giant Frightningale. He kicked Frightningale backwards, smirked, and crossed his arms charging up a quick laser blast. By the time Giant Frightningale got back up Way Big had already fired and hit her directly with the laser.

She was blasted back until she tripped over the web tripwire and was knocked out cold.

Ladybug, Cat Noir, and Lucky Girl rushed over to Giant Frightningale's fallen form as she began to shrink back down to normal size and appearance. Ladybug snatched the microphone off of her belt and broke it over her knee releasing the akuma and purified it. The last thing for her to do was the miraculous ladybug but she couldn't exactly toss up that giant web tripwire.

"Hey uh can you grab onto the tripwire and we toss it up at the same time to trigger miraculous ladybug um-" Ladybug wasn't sure what to call Way Big.

"The names Way Big." said Way Big as he tore the tripwire off of the pillars and placed it before Ladybug his hands still on it. Ladybug touched it and they both said "Miraculous Ladybug!" The swarm of magical Ladybug's appeared and covered everything.

The Last thing Way Big knew was everything went dark or rather pink as the swarm of ladybugs covered everything and he heard the Omnitrix interface say "Virus removed. rebooting system."

* * *

Ben's opened his eyes to see that he was back at the Grand Palais as himself again and no longer Way Big. He looked at his wrist to see that the Omnitrix was there and no longer sparking pink energy.

Ben saw Ladybug & Cat Noir fist-bumping "Pound it!" as well as Clara Nightingale back to normal and dealing with the usual dejà vu an akuma victim deals with.

"Ladybug? Cat Noir! What are you doing here?" Clara asked

"You were akumatized by Hawk Moth; but everything's back to normal again." said Cat Noir

"I was saved by the two of you? How amazing! Too good to be true!" exclaimed Clara

"And, I have an idea how you can finish your video without anyone getting in your way!" added Ladybug. She walks up to Clara, and whispers in her ear; Clara smiles at the idea on how to do her music video.

"Wonderful idea! I must go prepare and get extras right away!" said Clara running back into the Grand Palais.

Ben felt a tap on his shoulder and turned to see Gwen. "Want to get out of here?" she asked.

"Well considering that the auditioning and filming is done for yeah let's go." answered Ben as he and his cousin walked back to the Rustbucket.

* * *

**A few days later on the release of the music video**

Ben and Gwen's whole class minus Chloe were in the library waiting to watch the grand reveal of Clara Nightingale's latest music video staring them.

The video started by showing various people, to include all of Miss Bustier's students except Chloé, Ben, and Gwen dancing in sync while wearing either Ladybug or Cat Noir masks, starting with Juleka and Rose with the Eiffel Tower in the background, followed by Alya in front of the Arc de Triomphe, which pulls out to reveal Alix, Nino, Alya, Kim and Max, and then the school's staff and Officer Roger in the school courtyard.

During the montage of people dancing it played the miraculous theme song.

The video ended with dancing shots continued with one of Marc, Nathaniel, Mylène, Ivan, and Sabrina in front of the Hôtel de Ville, followed by Ondine at the swimming pool, and then Adrien, Marinette, and Luka by the Canal Saint-Martin.

"It's so much better like this!" said Rose

**"**At least now everybody gets to be in it!" added Mylene

"Besides, even though Adrien kinda looks like Cat Noir, he really wasn't believable. But hey Ben and Gwen how come you two weren't in the video. Clara offered everyone there a place in the video?" asked Alya

"We left before the filming began and by the time we found it was still going to be done it was already finished." explained Gwen.

"Yeah that makes sense I guess." said Alya

Adrien then commented on the music video "Yeah, I prefer this version cause there is no way I could have pulled off playing Cat Noir."

"I know. Worlds apart!" said Marinette

Adrien gasps wondering what Marinette meant

Marinette in a hurry to fix things runs over to Adrien and explains "What I meant was that you'd be more lame as Cat Noir than in real life. No! N-Not that you're lame in real life, right? It's just, compared to Cat Noir, you're just, I mean...you don't look a thing like him, that's what I mean."

Adrien chuckles and replies "And you don't look a thing like Ladybug either."

"Huh?" wondered Marinette

For the first time Adrien was stuttering around Marinette "Uh, yeah, I mean, I'm sure she's not as funny as you are!"

Marinette and Adrien both laugh.

Ben noticed this and thought "Do they have a crush on each other?"

* * *

**Part two is done. I really wanted to do Frightningale better since her name is so unwarranted due to the fact that she sings and dances and looks more like a clown with sunglasses. So I made her actually somewhat scary and intimidating in this chapter. Also I will skip a few episodes of the series so I won't write Ben 10 characters into every episode but I will put in some sort of ****explanation as to what happened during that event when I do skip it. I am still unsure what episodes of Miraculous I will skip converting into this fanfic but I'll be sure to make it obvious which ones I do skip when I do that. Lastly exams are coming up soon and after that the ACT ugh that will probably make school twice or thrice as hard as usual so I will probably be too tired to write much for a while. I do still plan on updating just maybe at a slightly slower pace with a less certain update schedule. **


	23. Chapter 23

Marinette knew she had screwed up when she bumped into Adrien but she had no idea how disappointed she would be when she hears what he has to say.

"Marinette! Perfect timing!" exclaims Adrien

"Huh? You think so?" replied Marinette kinda hopeful

Adrien helps Marinette up and says "Actually, what I meant was... I need some advice right now. Can we talk?"

"Uh... abosutely" stuttered Marinette sitting down next to him on a bench.

Adrien begins saying "Okay, well... I'm sorry, this is a bit awkward for me because it's about a girl."

"A girl?" wonders Marinette

"We see each other all the time because we study together. We've just been friends, you know. Until recently." says Adrien

Marinette starts to get excited thinking that Adrien is talking about her "'Till recently?" echoes Marinette

"Now I'm starting to see her differently. Has the same thing ever happened to you?" asked Adrien

"Yes... no. Well, probably. What's she like?" stutters Marinette

"She's special. Very pretty. She's got dark silky hair, deep and mysterious eyes..." describes Adrien

"Do... do I know her?" asks Marinette

"Yeah, it's Kagami." answers Adrien. Marinette's smile fades after hearing that as she pictures Kagami evilly laughing her.

"Marinette?" said Adrien wondering why she zoned out.

Marinette snaps out of her imagination saying "Uh... what?"

"I was just asking you what you thought I should do about Kagami." explained Adrien

"The Ice Queen?" said Marinette before realizing what she said so she puts her hand over her mouth when she does realize.

"What?" said Adrien thinking he misheard her.

"The ice... rink! Yeah, that's what I said. No better place to break the ice than the ice rink." lied Marinette with a guilty smile.

Adrien contemplates for a moment then replies "The ice rink? I think I'd be too shy to go there with her by myself."

Marinette notices that Adrien seems sad so she tries to cheer him up. "Well, uh, I could come along with you if you'd like."

"You'd do that? That's awesome! (gets up) I can't wait to go to the ice rink together. Thanks!" thanks Adrien taking off.

"That's what friends are for." said Marinette as Adrien leaves. She then turns to her purse where Tikki is hiding and says "Tikki, please tell me what just happened didn't really happen at all."

Tikki shrugs and smiles nervously as Marinette facepalms

* * *

Marinette tells all of her girl friends at Juleka and Luka's houseboat. After she tells them Alya tells everyone to brainstorm ideas on how to get her out of being a third wheel. Marinette doesn't really like those ideas so she replies "Actually, girls... I don't think I want to cancel."

All Girls the girls are confused saying "Huh?"

Marinette explains "Adrien really needs me and if he wants my advice then why not? After all, it's not an issue and I'm definitely not jealous because..."

"Because you two love each other." interrupted Rose

"Because there's nothing between us." finished Marinette

"What do you mean nothing between you?" questions Alya

"There's everything between you, actually." adds Mylene

"I agree I mean you even got him stuttering once after the Frightningale akuma incident." said Gwen.

"I always jumble my words around him. So how could I even manage going out on a date? I think we're actually just meant to be friends. Whenever I talk to him as a friend, I hardly stammer at all. That's a sign right there. Right?" asks Marinette but more as a question to herself and on her own feelings.

The girls look at each other silently for a moment and then start talking at once

"Um..., Totally not!, You have liked this man for, like, a million years and you're not gonna give up on him right now." the girls words all blur together as they start arguing

Marinette walks away and stops at the front of the boat where Luka is playing music on his guitar.

Luka notices that Marinette seems sad so he decides to do a little music. "Do you feel kinda like this? (plays tune) Personally, I think a girl like you deserves to feel more like this. (plays a different more positive tune) And whoever made you feel this way is nothing but a... (plays another tune)

Marinette giggles and thanks Luka she was about to ask him to come with her to the ice rink tomorrow when Gwen came up and called Marinette over.

"I'll see you later Luka." said Marinette running over to Gwen at the entrance to the interior of the boat.

"What's up Gwen?" asked Marinette

"Hey so I know you want to go to the ice rink tomorrow but you don't have to go I could go with you and I know Ben doesn't have anything planned so he could come to" suggested Gwen.

"Wait Ben is free tomorrow?" said Marinette

"Yeah he could be there for you as friend if you need him?" suggested Gwen

Marinette pondered that for a second then replied "Yeah that's a great idea can you ask him to go with me to the ice rink tomorrow?"

"Yeah sure me and Ben will be there." said Gwen

"Well actually... I was maybe hoping to go with just Ben." said Marinette.

"Oh well that's fine but may I ask why?" said Gwen

"I kinda want to spend more time with Ben is all..." explained Marinette

"Oh I see you like Ben don't you." said Gwen with an I know you like this guy face.

"What no I just... uh... feel nice with Ben is all." said Marinette.

"Right well ok I'll tell Ben and he'll meet you there tomorrow." said Gwen

Marinette hugged Gwen saying "Thank you."

"No problem it's what friends do." replied Gwen.

* * *

**The Next Day at the ice rink**

Ben was there at the ice rink with Marinette and Adrien with Kagami.

Marinette was finishing tying her skates laces while Ben was sitting in the row behind her fiddling with the Omnitrix since he already has his skates on.

Adrien scooted over to Marinette and said "It was really cool of you to bring Ben, Marinette.

"Of course. That's what friends are for." replied Marinette feeling internally sad but kept up a positive face so Adrien wouldn't worry.

"I don't know what to do about Kagami. Should I offer to hold her hand?" asked Adrien

"You have to let her fall." answered Marinette getting a shocked face from Adrien and Ben who had stopped fiddling with the watch as soon as he heard that.

"No, what I actually meant was that you cannot let her fall in any way. I mean, do whatever you can so that she doesn't fall. (stands up) So yeah, grab ahold of her hand and take her onto the ice and then..." stuttered Marinette.

After seeing Marinette and Adrien stutter around each other after Frightningale Ben suspected that they might have crushes on each other so last night he googled signs of a crush. One of the signs can be stuttering and nervousness which now that Ben thought of it he recalls Marinette doing both of those an awful lot around Adrien but the other day was the first he saw Adrien stutter around Marinette. So seeing it now Ben wasn't surprised that Marinette was messing up her words again.

While Ben was thinking Marinette had accidentally tied her laces together somehow so when she tried to walk she tripped and fell.

Seeing this Adrien was about to rush up and help her but Ben beat her to it.

"Ouch" groaned Marinette.

"Hey you okay?" asked Ben helping Marinette onto a seat.

"Yeah just need a moment to let the pain subside." answered Marinette as Ben retied her skates.

After Ben finished doing that he said "There all done. Want to skate? He offered out his hand

"Ye-yeah" replied Marinette taking Ben's hand.

Ben guided Marinette onto the ice. As Ben and Marinette skate together, Marinette notices Adrien skating with Kagami and nearly falls as a result, but she is caught by Ben.

"You okay?" asked Ben as he holds onto Marinette's hand as he continues to skate with her

Suddenly some weirdo jumps in between Ben and Marinette and said enthusiastically "Hey, young man! Have you ever thought about signing up for ice skating lessons? The judges wouldn't be able to resist that sparkling smile of yours."

"Uh no thanks I already know how to skate." replied Ben

"You might learn some new skating tricks if you sign up for lessons you know. Think about it!" added the man while orbiting them on the ice. Ben had thought about it but knew it could get mixed up with his double life and cut into his Sumo Slammer video game time so immediately he knew he shouldn't sign up.

The weirdo left to go badger Kagami and Ben showed off a bit of his skating doing some spins and standing on one leg tricks. Also he caught Marinette a few times as she kept losing her balance staring at Adrien.

"If you want to skate with Adrien then go ahead. I can skate alone." said Ben

"What no no I do want to skate with you it's just-" started Marinette but Ben finished her thought. "You have a crush on Adrien." Marinette's face instantly turned bright red and she blurted out.

"Wha how wha ug how do you know that! Did Gwen tell you?" panicked Marinette. She began to lose her balance due to her no longer focusing and was about to trip again but Ben caught her before she could hit the ice and pulled her back up.

Ben was about to explain but suddenly the weirdo was back and trying to persuade Marinette into the same skating lessons he had tried to get Ben to do. "I'll give you a week's worth of lessons for free. Just a few hours a day and you'll be a star."

Marinette thinks about her Ladybug activities then replies "Thanks, but I'm already very busy as it is."

The weirdo then notices Adrien. "Is that Adrien Agreste!?" and approaches him.

"So uh don't worry about me knowing about your crush Marinette I'm not going to tell anyone." stated Ben as the two skated together, Marinette using Ben to keep her balance.

Marinette blushed and then asked "How did you find out?"

"I started getting suspicious after the two of you stuttered around each other after the Frightningale thing and realized most people don't do that around others. So I googled signs of a crush and acting socially awkward is apparently a sign of one" answered Ben.

"If you know then who knows how many others have figured it out." groaned Marinette looking at Kagami and Adrien, causing her to unintentionally let go of Ben and skate into a wall, falling down in the process.

Adrien and Ben both rushed over to Marinette and offer their hands out to pull her off her butt asking "Are you okay?". Marinette is unsure which hand to take and before she could decide the weirdo butted in between them trying to persuade them all one last time to sign up for ice skating lessons.

"See how a few lessons from me could come in handy? Please, Adrien Agreste. Just put your name on this form and your fans will come running. And my ice rink will be saved!" pleaded the weirdo

The mayor of Paris grabs the forms from the weirdo. "None of these young people want to sign up, Philippe. You can't force them now, can you?" stated the Mayor to the weirdo now known as Phillippe.

Philippe sadly agrees with the mayor and skates away  
Kagami skates over to Marinette) and tells her to get up. She helps her up and then whispers in her ear "The only reason you can't stay on your feet is your hesitation. I never hesitate. (to Adrien no longer whispering) Shall we go?" Kagami skates away with Adrien.

"Marinette? Are you okay?" asked Ben

"I think I hurt myself. It's probably best we call it a day." said Marinette leaving the rink and heading to the bathroom to dwell on her feelings.

* * *

After Marinette left the rink and Adrien followed her Ben decided it was best he do the same since he didn't even know a thing about Kagami other than the fact she takes fencing with Gwen and Adrien.

So Ben was removing his skates in the locker room when he saw everything was beginning to freeze over. He quickly reacted by activating the Omnitrix and fortunately the Heatblast icon was the first one selected so Ben just slammed the dial and transformed in a bright green flash whilst ice consumed everything in Paris.

When the light died down Ben wasn't Heatblast but Arctiguana. Arctiguana has small spikes around his face, three dorsal fins reaching down his back and white gills on the sides of his head. He had white pants and a black open-front shirt with white cuffs and he wore the Omnitrixsymbol on his left hand. He looked at himself for a moment and then complained to the watch. "Of course when I want Arctiguana I get Heatblast but when I want Heatblast I get Arctiguana. Seriously its like you think hot is cold and cold is hot omnitrix." complained Arctiguana to the Omnitrix on his hand.

Arctiguana left the building to find all of Paris had been frozen as well as all of the people. "Oh man. Looks like I'm on my own for this one." thought Arctiguana to himself before he saw Ladybug and Cat Noir meet up on a frozen roof top in new ice themed outfits.

Before he could go up to them Cat Noir leapt off the roof and skated away with Ladybug shouting "Cat Noir, don't get all pouty on me!" She then groans and takes off on her yo-yo leaving Arctiguana alone.

"Great so they split up when they're needed most. Perfect." groaned Arctiguana.

"Now if I was an evil supervillain where would I hide?" thought Arctiguana. He's already frozen the whole city so if it was a material object he wants then he would have frozen it so that's out. Since this is probably an akuma it probably means he is after Ladybug and Cat Noir. But which one of them?

Arctiguana decided to go after Cat Noir and hoped he had chosen correctly as he followed the skate marks Cat Noir left on the ice.

Eventually he caught up to Cat Noir who seemed to be hiding behind a bus. Arctiguana also observed Frozer had just leapt off of the Eiffel Tower and was preparing to smash Ladybug (who was unaware Frozer was there) into the ice.

Before Frozer could smash her Cat Noir pushes her out of the way and the two begin skating away from Frozer who is hunting them and shooting icicles out of his skates. Arctiguana intervenes by blasting Frozer with his ice breath. Frozer however wasn't frozen. It was like Ice just wouldn't form around him.

When Frozer got back up he stared at Arctiguana growled and shot some icicles at him. Arctiguana froze the icicles in a block of ice then leapt over it and shot his freeze breath again at Frozer. Frozer skidded to the side and fired icicles at the airborne Arctiguana.

Arctiguana formed an ice slide and slid down it to avoid the icicles. At the slides end he leapt off and tackled Frozer pinning him to the ground.

While the two were fighting Ladybug and Cat Noir had regrouped and were discussing a plan "My Cataclysm could destroy his skates but he'd have to be up in the air. You were right, M'lady. We're gonna have to set a trap." said Cat Noir

"You were right too. We observed and now we know enough." replied Ladybug

"Seems we're just missing a little push of luck to get the edge on him." hinted Cat Noir

Ladybug nods and uses her Lucky Charm and receives a rope "A rope?" questioned Ladybug.

She notices a frozen tree and that one end of the rope is tied into a circle knot. "I got a plan hold this the end of the rope over the tree and make sure the circle end is on the ground." directed Ladybug giving the rope to Cat Noir. Ladybug whispers the plan into Cat Noir's ear. he nods in understanding and the two get to work setting up the trap.

* * *

Arctiguana really hated the feeling of icicles trying to cut through his thick scales and every time Frozer did manage to land a hit on him it only frustrated him. So when he saw an opening he took it.

Arctiguana swiped his claw underneath Frozer's legs tripping him. Once he hit the ground Arctiguana fired his ice breath at Frozer but once again the ice wouldn't form around him.

Frozer got up and gloated "Hah fool! Ice is my element! You cannot harm me with it!"

Just then Frozer got whacked on the head by Cat Noir's staff. Frozer turned eyes blazing with fury to see Cat Noir sticking his tongue out and taunting him.

Cat Noir skated away with Frozer in pursuit.

"No Frozer it's a trap!" warned Hawkmoth through their psychic connection but Frozer was to blinded with rage to listen and continued after Cat Noir.

Cat Noir passed by the frozen tree and Frozer followed until Ladybug sprang the trap. She pulled on the rope bring the knot up and around Frozer's leg hoisting him up.

Frozer dangled above the ground helplessly while Ladybug held him up.

"Release me at once!" demanded Frozer.

Cat Noir and Arctiguana went over to them. "Anytime now Cat Noir." said Ladybug struggling to keep Frozer up. Arctiguana helped hold the rope up whilst Cat Noir triggered his Cataclysm power.

"Cataclysm!" exclaimed Cat Noir slamming his hand onto Frozer's skates turning them to dust and releasing the akuma.

Ladybug let go of the rope and purified the akuma. Arctiguana handed her the rope and she tossed it into the air activating her Miraculous Ladybug. "Miraculous Ladybug!" shouted Ladybug as a swarm of magical ladybugs appeared and began turning everything back to normal.

Philippe is deakumatized leaving him confused as the heroes did their signature fist bump.

"Pound it!" The three said.

* * *

Marinette is standing outside the ice rink looking sadly at Adrien and Kagami. She was especially saddened when she saw Kagami kiss Adrien on the cheek.

"Do you want a ride back home Marinette? My Grandpa should be here in a minute or two." offered Ben as he approached her but he then notices that Marinette is staring at Adrien. He smiles and says "You should probably go over and talk to him. Thanks for inviting me out today."

"Thanks for coming with me, Ben." said Marinette kissing Ben's cheek and then runs towards Adrien, in his car shouting "Adrien! ADRIEN!"

Ben was left blushing and confused. "Was that a form of a french goodbye or a romantic thing?" he wondered.

The Rustbucket pulled up behind Adrien's car so Ben walked over but also overheard Marinette and Adrien's conversation.

"You OK, Marinette?" asked Adrien  
Marinette composed herself and said "I just wanted to say that... we should go and skate at the ice rink more often. Yeah!" Ben knew she had wanted to tell him that she is in love with him.

"You mean...just you and me?" asked Adrien

Ben intervened then to prevent Marinette from screwing up with her stuttering. "Yeah she was telling me that's what she wants to do right before we left the rink. right Marinette?"

"Uh yeah yeah totally." replied Marinette mentally thanking Ben.

Adrien pondered for a moment then replied "Sure I feel I don't know you that well Marinette and friends should definitely know each other well. I'll try to free up some time to do that. See you both at school." He got in his car and his driver drove him away.

Marinette waved goodbye and when his car was gone she was mentally cheering and panicking at the same time.

Ben smiled and entered the Rustbucket and took off leaving behind an oblivious Marinette too lost in thoughts of excitement and panic to notice.

* * *

**I know this chapter took a while to make and it isn't extra long and there are two reasons for that. First being I had exams so I had to study some more which tired me out more mentally. Second I am starting to get writers block so I think I may reduce the numbers of chapters released to once or twice a month? Don know or maybe I'll just release them whenever they're done but one thing is for certain. I will not give up on the story I made a commitment to stick with finishing this story and since it is popular I will do so. Also Marinette is sorta going to go on a date with Adrien so we'll see how that goes. See you guys next time (whenever that is) and please review, fav, and follow**


	24. Chapter 24

Today was the big day. Today Marinette would be skating with Adrien at the ice rink. ALONE.

Marinette couldn't help but be nervous and excited at the same time. She was afraid that she would screw it up like she always did but she was determined to finally tell him. Tell Adrien that she loves him.

She stared at herself in the mirror. She was in her typical outfit with her hair still in pigtails. Marinette was considering letting her hair down but wasn't sure if that was really her style.

"Tikki do you think I look good enough for a first date?" asked Marinette

Tikki popped up from Marinette's purse and answered. "Marinette you know it's not a date until you ask him out."

"Yeah but I still feel I should try to look better for him since today will be the day. The day I finally tell him."

"You don't want to be late now do you Marinette?" said Tikki

"Of course not but I still have a few minutes." replied Marinette

"Uh actually you're running late." stated Tikki pointing a clock. The clock said it was 4:15. Marinette was supposed to leave by 4:05.

Marinette was snapped back to reality when Tikki pointed her tardiness out. "Ahh I can't be late!" exclaimed Marinette running downstairs and out the door in her rush to get to the ice rink. With only five minutes to get there she had to run all the way there.

Fortunately for her Adrien was late too and was just pulling up in his car.

As he exited his car Adrien greeted Marinette. "Hey Marinette. Ready to head in?"

"Yeah... yeah just give me a sec." panted Marinette out of breath from running all the way there.

"I'll see you out on the ice." said Adrien as he entered the stadium heading for the locker room and to rent a pair of skates. Marinette followed him inside to do the same.

Marinette was silently hoping for nothing to ruin this so that she can finally tell Adrien but she knew she would probably screw it up somehow anyways. Still she knew she had to at least try one last time to confess her feelings to Adrien or she'll never forgive herself.

As she made her way out onto the ice Adrien was already there skating. There were also other people there but only a few. When Adrien saw her he skated towards her greeting "Hey Marinette. Ready to skate?"

"Y-yeah" answered Marinette a bit nervously as she got onto the ice with Adrien

The two skated for awhile but mostly did their own thing skating separately.

Marinette decided it was time to break the ice (not literally of course) so she skated to Adrien's side.

"Hey Marinette. Enjoying skating?" asked Adrien

"Yeah its a lot of fun just you and me." replied Marinette mentally praising herself at not stuttering or screwing it up yet.

"I agree. I'm glad you suggested for us to skate alone together. Also I never really got to thank you about coming to the ice rink with me earlier with Kagami." added Adrien

"Oh no problem Adrien." said Marinette. She was about to add on to what she said when Adrien spoke.

"Thanks Marinette. But I've got to be honest. I like Kagami a lot and I know she likes me too but theres this other girl I have a crush on." started Adrien

When Adrien said this Marinette's world slowed down and the words he had said kept repeating in her head "this other girl I have a crush on.". Marinette was so lost in thought she hadn't noticed that she had stopped skating and hit the edge of the rink.

"gah!" cried Marinette as she fell onto the ice. Adrien rushed over and pulled Marinette back up.

"Are you ok Marinette?" asked Adrien concerned

"Yeah yeah just lost focus." replied Marinette sadly

"Are you sure you're okay?" asked Adrien again

"Yeah I'm fine but I'm not really in the mood for ice skating anymore though. I think I should head home." said Marinette as she stepped off the ice and to the locker room.

Adrien frowned and after a moment of thinking decided he should go check on her like he did the last time they were at the rink.

* * *

Marinette rushed out of the ice rink as fast as she could after returning her rented skates. As soon as she got home she ran up to her room, shut the trapdoor, climbed up to the top bunk of her bed and stared at one of her many pictures of Adrien but this one has lots of hearts drawn around it.

Tikki flew out of Marinette's bag.

"You heard him. Adrien is in love with another girl. And me... I'm just a friend" said Marinette to Tikki.

"Oh, I'm sure life has many surprises in store for you, Marinette!" said Tikki

Marinette fell back onto her bed and replied "yeah" then turned over and kept thinking about it over and over.

Tikki decided to try to lighten the mood with some pleasant music by turning on Marinette's computer and setting it to a Jagged Stone song. However Tikki should have looked at what song was at the top of the playlist she chose because the song was about heartbreak which only made Marinette feel worse.

"oops." said Tikki quickly changing the song to a hip Clara Nightingale song but the damage was already done and Marinette just wanted to forget about her troubles now so she turned over in bed and went to sleep thinking about how Adrien didn't love her.

* * *

**The Next Day at School**

Alya was a bit worried today. It was second period and Marinette still hadn't shown up to school. Normally her being late wouldn't worry Alya but Marinette was never this late. Usually she would come bursting through the door during first period about 5 to 10 minutes late so at first Alya just assumed that she was running later than usual but now she was starting to worry since Marinette also hadn't given her a heads up on her being absent.

She tapped Nino on the shoulder. He took off his headphones, turned to face Alya and asked "What?"

"Do you know where Marinette it today?" asked Alya

Nino just shrugged and went back to listening to his music.

"I think I might know why she's absent today." said Adrien to Alya.

"Why?" asked Alya

"Well me and her were skating together at the ice rink yesterday and she crashed into the barrier around the ice. She had crashed into it before but this time she seemed more hurt and left for the locker room after that. I went to try and find her but by the time I followed her off the ice she was already gone." explained Adrien

"So you're saying she got really hurt on the ice?" said Alya

"Yeah that's what I think but if she was so hurt I don't know how she could have left the ice rink so quickly though." added Adrien

"I'll go over to Marinette's place after school today and ask about it." said Alya

"Thanks Alya. Tell me if she's okay. I hope I didn't hurt her somehow." added Adrien

"I hope so too." mentally added Alya knowing he could have said something that would have easily hurt Marinette's feelings.

* * *

**After School**

Alya immediately after school went over to Marinette's place to check on her. Upon entering she was greeted by Marinette's mother at the bakery's counter.

"Hello Alya come to check on Marinette?"

"Wait whats wrong with Marinette!" asked Alya beginning to panic a little.

"Oh she didn't tell you. She said she isn't feeling well today so we had her stay home today." explained Marinette's mom

"Can I go up to see her?" asked Alya

"Of course dear." answered Marinette's mom gesturing for her to go past the counter. Alya went past and went immediately up to Marinette's room but before entering she knocked on Marinette's trap door.

_knock knock knock_

Alya heard a groggy reply from Marinette "Come in"

She opened up the trapdoor to find that all the curtains were closed making the bedroom much darker but still possible to see in. Nothing else looked out of the ordinary except that all of Marinette's pictures of Adrien were either on top of Marinette or in the trash. Marinette herself also looked miserable with her makeup running down her face from crying on the top bunk of her bed.

"Marinette are you okay. When you didn't show up at school today I got worried about you." said Alya

"Its nothing Alya." replied Marinette.

"Girl clearly it's not nothing if you're feeling so upset." stated Alya

Marinette rolled over to face the wall and touched the one picture of Adrien that was still up. "Yesterday me and Adrien went to the ice rink together." started Marinette.

"Really just the two of you alone?" asked Alya. Marinette nodded in response then continued.

"We were having a great time skating together and I... I was about to try to confess my feelings when he spoke and said..." Marinette stopped speaking. She had choked on the words.

"What did Adrien say?" questioned Alya

"He... he said that he has a crush on another girl." finished Marinette as more tears came down her face.

"Oh Marinette I'm so sorry." said Alya

"it's fine Alya I just need a day to get over it." replied Marinette miserably, wiping the tears from her face.

"Just because he has a crush on someone else doesn't mean that he can't have feelings for you too you know." said Alya trying to cheer Marinette up.

"Yeah but since he told me that, it definitely means he doesn't like me in that way." said Marinette.

Alya wasn't sure what else to say. So she said "Marinette I got your homework from school. Maybe working on that can take your mind off of Adrien. Besides don't you also have a crush on Ben too?"

"Yeah I do but it still hurts that Adrien doesn't love me." replied Marinette. Alya noticed she had perked up a bit at the mention of Ben's name.

"Do you want me to help you with today's homework?" asked Alya

"No thanks. You can go home Alya." was Marinette's reply.

Alya frowned and left Marinette's homework on her designing desk then left. After Alya left Marinette got out of bed and began doing her homework within the despair of her bedroom.

* * *

**Miles away in Hawkmoth's lair.**

The butterfly shaped window in Hawkmoth's secret lair opened up to let the light shine in upon Hawkmoth. When it opened the moths scattered at the sudden appearance of light. As he stared out the window he did his common supervillian talk to himself.

"Ahh a soul tormented by unrequited feelings and the pain of rejection. Perfect prey for my akuma!". Hawkmoth grabbed one of the many moths in his lair and fused it with his dark energy.

When he released it the moth was now black and radiating a purple aura .

"Fly away my akuma and evilise her!" ordered Hawkmoth as the akuma flew out a small hole in the window.

The akuma began flying across Paris to Marinette's bedroom passing by all of Paris.

However when it passed by a factory it burst open in an explosion. The explosion consumed the akuma turning it to ash causing Hawkmoth's power to return to him.

"What! How can this be! What is going on, that explosion is not my doing!" exclaimed Hawkmoth furious at how his plan failed before it even started.

* * *

**At the scene of the explosion**

As the fires of the explosion raged on out stepped a gigantic metal figure. He has orange skin along with large jaws with the teeth merged with the lips. He also has two brown horns extending downward from his jaw. The figure is wearing a red metal suit with spikes on his shoulder pads and a few around his neck.

This is Alien fugitive Vulkanus. Underneath his big metal suit the Detrovite is really just a big baby with an adults head. In his hands he is carrying two large briefcases filled with iron.

Vulkanus looked around at his handiwork "Hah too easy." boasted Vulkanus

He set one of the briefcases down and pulled out a button. The button was attached to a beacon. He pushed it activating the beacon calling to his ship. Vulkanus knew it would take a few minutes for his ship to arrive but as long as he held the beacon it would come.

However Vulkanus heard the sound of a vehicle moving towards him. Before he realized what was happening the vehicle rammed him into the burning wreckage then backed up away from the flames.

The vehicle was an RV, The Rustbucket. The side door opened as the Tennysons came out. Grandpa Max was in his plumbers outfit and had his weapons aimed at Vulkanus. Vulkanus himself was getting up from the rubble and stomped towards the Tennysons.

"You all've got a lot of nerve hitting me!" roared Vulkanus in rage.

"And you've got a lot of nerve showing up on Earth again after we kicked your butt back to outer space." replied Ben

The taunt only made Vulkanus angrier. He set aside his briefcases and charged at the Tennysons. Ben already had the Omnitrix at the ready with Gwen morphing into Lucky Girl and Grandpa Max with his weapon ready to fire.

Ben grinned as he slammed down the Omnitrix dial transforming into Wildvine.

As Wildvine Ben evaded Vulkanus's charge by stretching around and wrapping his body around Vulkanus's. Wildvine tightened his wrap binding Vulkanus's arms together leaving him struggling to escape.

"Gotcha." said Wildvine

Suddenly Wildvine was struck by a missile in the back. The hit to the back also detonated all of his fruit bombs hurting Wildvine even more. Wildvine fell down off of Vulkanus's back however his fruits and exploded bits had already regenerated due to his healing factor.

The one that fired the rocket landed down beside Vulkanus from the air. The figure was wearing armor, his feet are hooved. He has purple pads covering his central joints, a belt, and four central lines on his helmet to provide outlines for his face, which are his eyes and mouth as well as a jetpack for flying. This was SixSix often times he and Vulkanus would team up like they have now.

Wildvine stood back up but was slammed away by Vulkanus's fist into a pile of burning crates.

"Youch hot hot hot hot!" exclaimed Wildvine shooting up from the flames and stop, dropped, and rolled on the ground to extinguish the fire on his back. He got back up after the flames died down and the fruit bombs on his back regenerated.

By the time Wildvine did get back up he narrowly avoided a charge from Vulkanus. The only reason he had enough time to dodge was a warning from Grandpa Max and Lucky Girl tripping Vulkanus with a mana claw before he got to Wildvine.

Lucky Girl tried to keep Vulkanus restrained by splitting her mana into four separate claws grabbing onto all of his limbs. Wildvine then resumed trying to crush them with his viney body but this time focused on doing each limb individually and managed to crush Vulkanus's right arm before another missile from Six Six forced Lucky Girl to redirect her focus on a shield thus dropping the claws.

Grandpa Max began firing upon Six Six keeping him from sniping Wildvine and Lucky Girl. "You two fight Vulkanus I'll handle Six Six." said Grandpa Max placing an attachment onto his laser rifle. He aimed and fired releasing an energy net that encased Six Six and dropped him to the ground.

Now freed Vulkanus was fuming from having lost his arm to Wildvine. He growled and wrapped his arms around Wildvine and began charging through buildings like The Juggernaut but made sure that everytime he smashed through a wall Wildvine was the one taking the brunt of the force. Lucky Girl followed them.

Of course smashing through building after building would draw attention from the public which led to people running and screaming away from the fighting.

* * *

**Back in Marinette's Bedroom.**

Marinette could here the sounds of buildings being smashed from her bedroom. She turned on her TV to see the news reporting on the fight going on downtown.

"Nadja Chamack live here in downtown Paris where it appears there is a fight going on between two either akumas or some sort of creatures." stated the reporter stepping aside for the camera to focus in on the brawl going on between Wildvine and Vulkanus.

Wildvine punched Vulkanus in the face but he retaliated by kicking Wildvine into a streetlamp bending it. Vulkanus was about to continue trying to exterminate Wildvine when Lucky Girl tried to restrain him again with mana claws.

Vulkanus however saw the move coming once the first claw clamped onto his one remaining arm. So he pulled his arm forward dragging Lucky Girl through the air towards him. The mana claw dissipated midair as Lucky Girl lost her concentration.

Vulkanus stepped back and let Lucky Girl fly straight into Wildvine whom was just getting back up from hitting the streetlamp.

"It looks like a battle for the ages. But one question still remains. Where are Ladybug and Cat Noir?" asked Ms Chamack rhetorically to the viewing audience.

Marinette switched off her TV and sighed. "Looks like Paris needs us Tikki."

"Cheer up maybe fighting a supervillain will help take your mind off of Adrien better than your homework will." replied Tikki

Marinette only replied with one phrase "Tikki Spots On." sucking Tikki into her earrings and transforming her into Ladybug.

* * *

Wildvine was tired of this. He, Lucky Girl, and Vulkanus had been fighting for awhile now and he knew the Omnitrix would time out soon. Not only that but also all their fight had accomplished was some destroyed buildings that fortunately didn't collapse, a missing arm from Vulkanus, and a lot of pain for himself.

Wildvine was about to change into another alien to try to turn the tide of the battle he and Lucky Girl were currently losing when a yoyo tripped Vulkanus into the street. Of course Wildvine had learned awhile ago that the only person who could use a yoyo like that is Ladybug meaning she was here.

Sure enough he was right as she landed beside him on the opposite side of the street as Vulkanus. Strangely though she didn't say a word just kept an emotionless expression on her face and retracted her yoyo from Vulkanus's legs.

Before Wildvine could ask about the silence he heard Cat Noir approach with a mock complaint "Aww you all started the party without me."

They all saw Vulkanus begin to get up so they prepared themselves for him to charge at them but they didn't need to. Lucky Girl placed a dome around him before he could fully get up trapping him inside.

"Do you or Lucky Girl know where the akuma is?" asked Ladybug finally speaking but still seemingly emotionless. This caught Cat Noir's attention but he knew right now wasn't the time to bring it up.

"He isn't an akuma. He is an old enemy probably trying to make a profit or settle the score with us." answered Wildvine.

"So since he is a real supervillain not an akuma victim there's no need to hold back on hurting him?" asked Cat Noir.

"Nope. In fact he is just a big metal suit the only part of him that is real is his head." explained Wildvine.

"So we destroy the suit and he's done for?" questioned Ladybug.

"Pretty much. But that is easier said than done." replied Wildvine slapping the dial on the Omnitrix. In a bright green flash Wildvine transformed into Four Arms.

Ladybug also used her Lucky Charm getting a red polka dotted hammer.

"Are we supposed to fix something or hit something with that?" asked Cat Noir about the hammer.

Ladybug looked around but couldn't see waht to use the hammer for.

"I can't figure out what to use this for" stated Ladybug.

"Then that means I'll be coming up with the plan." said Four Arms as began to think. Vulkanus was missing one arm so that made things easier and if they could destroy all of his limbs or remove him from the suit then he would practically be harmless but the only question is how since restraining can never last long and they can't touch him inside the mana dome he is currently trapped inside of.

A light bulb went off inside Four Arms's head and he turned to Cat Noir. "Can you use your cataclysm on his suit?" asked Four Arms.

"Yeah but he would need to be standing still for me to get an accurate shot." answered Cat Noir.

"Leave that to me." replied Four Arms grinning and turning to face Lucky Girl across the street.

"Drop the dome!" shouted Four Arms as he began charging straight at it. Lucky Girl barely had enough time to realize why to drop the dome but fortunately did so in time.

Vulkanus stood to face Four Arms but was unprepared to face him because he expected Four Arms to throw a punch not keep charging until he rammed right into Vulkanus sending him back onto his back.

Before Vulkanus could get up Four Arms grabbed is legs and hoisted him up. "Someone restrain his arm!" shouted Four Arms. Lucky Girl now seeing the plan wrapped her mana around Vulkanus's one arm keeping it restrained. Ladybug also wrapped her yoyo around the arm.

This left Vulkanus completely vulnerable so all Cat Noir did was activate his cataclysm and tap his metal chest with his index finger and the suit rusted until it turned to dust. Vulkanus fell onto his head now having been revealed to only be a small orange creature in a diaper.

"Ow" Vulkanus said when his head hit the ground. As he got up he began issuing threats that fell onto deaf ears as everyone was too busy laughing at how pathetic Vulkanus is without his suit. Although eventually the pathetic threats got annoying and Ladybug realized what she was meant to do with her hammer.

So Ladybug held her hammer over Vulkanus who was too busy throwing a tantrum to notice her. She dropped the hammer hitting him straight on the head and knocking him out cold.

Ladybug picked up her hammer and did the miraculous ladybug repair power reverting everything back to the way it was before the fight began.

Cat Noir was still laughing abut Vulkanus turning out just to be a big baby but then realized that this left one question left. "Um guys what do we do with him? Give him to the police?" asked Cat Noir unsure if the cops would even be qualified to take in a baby like alien criminal.

"We can call the proper authorities to come take him back to space prison." answered Lucky Girl picking up the disgustingly, orange, fat, baby criminal.

Cat Noir smiled and began to say "poun-" but stopped himself when he realized Ladybug had already left and was swinging away on her yoyo. He frowned but did the same after a reminder from his ring and saying bye to Four Arms and Lucky Girl.

* * *

Four Arms and Lucky Girl were dragging Vulkanus back to the Rustbucket with him complaining and issuing death threats every few seconds when they realized something. They forgot about Grandpa Max Fighting Six Six!

Lucky Girl decided to risk the nausea of teleporting and blipped them back to the Rustbucket in an instant only to find Grandpa Max looking through Vulkanus's suitcases.

"Hey that's mine!" raged Vulkanus before wiggling out of Four Arms's grip and puking on the ground before fainting again.

The Omnitrix beeped and flashed red and in Four Arms's place stood Ben after a bright red flash.

"Looks like you're not the only one who gets sick from teleporting Gwen." joked Ben before turning to see her puking behind some rubble.

"Come on you two we should get going before the fire department gets here." said Grandpa Max picking up Vulkanus and tossing him into the RV but leaving the suitcases.

"uh Grandpa aren't _gulp _you going to bring the suitcases" said Lucky Girl gulping mid sentence to swallow down her vomit and then morphing back to Gwen and getting in the RV

"Nah its just some iron in there. This pile of rubble behind us used to be an iron refinery and Vulkanus was obviously stealing the iron to mix with element X to make a bomb again." explained Grandpa Max

"What about Six Six?" asked Ben stepping into the rustbucket.

Grandpa Max closed the door behind him and started up the Rustbucket, then explained "Shot him in the jetpack and he took off into the sky like a firework. Although I'll bet we'll be seeing him again sometime soon."

Ben and Gwen shared a look of worry knowing that Grandpa Max was right as the Rustbucket left just before the fire department arrived to clean up the mess.

* * *

**Sorry this one has taken so long but I can explain. First off I ****definitely have writers block for this story. Two I have also been procrastinating writing this until I finally was able to come up on how to get past the writers block on this chapter so now I can finally get started on making BenxMarinette a thing but of course I don't want it to be too forced so now I am done with having Marinette trying to go out with Adrien and she is now trying to move on. I know it has been 2 months so now my goal is to get the next chapter out sometime in April especially since I have no school due to the coronavirus. Thanks for reading, please review, fav, and follow.**


	25. Chapter 25

Alya and Nino are playing a dancing video game together both doing the same moves as the other.

"They're so in sync with each other." commented Marinette sitting on her legs by the coffee table with her phone on it. Ben and Gwen were both sitting next to each other on the couch. Gwen was watching Alya and Nino but Ben was playing a Sumo Slammers game on his phone.

"You're right. Someday I hope I'll find someone I can share everything with…" Marinette thinks about how he has feelings for someone else but also like Adrien hopes for the same. As she thought this she looked at Ben with a small blush coming to her cheeks. Adrien continued "like they do. But until my father starts letting me go out more often, that probably won't be happening."

"Why won't your dad let you leave the house Adrien?" asked Gwen

"He is very overprotective. One day though, he'll realize I'm not a child anymore, but we're not quite there yet." explained Adrien.

"Big finish, here we go!" shouted Nino.

"You two don't wanna miss this." said Marinette pointing the phone at Nino and Alya. The two people she was referring to was Adrien and Ben. Adrien actually paid attention but it took a nudge from Gwen's elbow for Ben to pause his game.

Nino poses on one leg and said "Yeah!" His pose looked kinda silly and all the girls started laughing

But as a tall deep voiced but clearly female voice enters the apartment Nino begins to lose his balance but regains by dropping the silly pose.

"Aw, shoot. Did I miss the ballet" said the voice that disrupted Nino.

"Nora, is your match over already?" asked Alya to the voice of the person now known as Nora who is Alya's older sister.

Nora puts down her bag and then answers the question "First round: total knockout. Huh-huh-huh. As usual." Nora then leans down to whisper into Alya's ear "I told you a hundred times not to call me Nora in front of people, little sis." whispered Nora. She then stopped whispering and spoke to everyone "The name is Anansi, like a spider."

"Sure, I'll call you Anansi when you stop calling me 'little sis'." said Alya

"Anyway, what are you all still doing here this late? Don't you have school tomorrow?" asked Nora/Anansi

"We're waiting for it to get dark. It's the World Cup fireworks show tonight, remember? We're gonna watch from the Place de la Concorde Ferris wheel." explained Alya  
Nora spits out her drink then shouts "Oh no! Baguette, Phone Gamer, Redhead and Cappie can go with Cellphone boy if they want, but you're staying here." She crushes a milk carton under her hand before saying "It's way too dangerous."

"But Nora—I mean, Anansi, you can't do that!" said Marinette

"Yeah, no way dude, we're not going without Alya!" stated Nino

"No one is being left behind. Well except Adrien but he doesn't have a choice." added Ben.

"Listen, I appreciate you worrying about me and all, but I'm not a little girl anymore. Besides, Mom and Dad are totally cool with it." stated Alya trying to persuade her older sister to let her leave.

"Tsk-tsk-tsk-tsk, there have been way too many akumatized peeps in Paris these last few weeks. Look how many times you've been in direct danger. So you're staying home, safe and sound, period!" commanded Nora

"That's so ridiculous! The twins were akumatized right here at home." said Alya now getting frustrated.

"Well, that would've never happened on my watch. I won't let anybody mess with my family." rebutted Nora

"You mean like the other day at the square?" said Alya clearly knowing that Nora was wrong

"What happened?" asked Adrien

"Well… we came across a man handing out flyers. Nora thought the man was akumatized and wanted to turn Alya into a banana-zombie." explained Marinette.

"Yeah and then she grabbed him by the chest and slammed him onto the ground and began punching him until the costume broke and she realized that it wasn't an akuma." recalled Gwen.

Ben laughed at that then said "Wish I was there that must have been hilarious."

"It was not! And how was I supposed to know it was some stupid costume? And besides, what would happen if the Ferris wheel stopped working 'cause some akumatized dude refused to pay his fare? Once you fly-weights can actually defend yourselves like me we'll talk about it." said Nora now getting a little frustrated.

"It doesn't matter, because Ladybug and Cat Noir would save us if there were any problems." replied Marinette

"Uh-huh. And what if Mister Whiskers is catching a mouse and that Beetle's been sprayed with bug spray? What do you do then?" complained Nora

Marinette looks angry at that comment but before she can reply Nino speaks up. "I can protect Alya if I have to."

"Oh yeah? And how exactly are you planning to defeat the villain? A dance-off?" laughs Nora  
Nino: looks down then replies "I'd… do anything to protect Alya."

"Hmm, ha! Okay, Alya can go out with you guys… if… you beat me at an arm wrestle." stated Nora placing her elbow on the kitchen table.

"Please, don't arm-wrestle on my account. I don't need to be protected." said Alya

"Nino, you don't stand a chance against Anansi; she's way too strong." said Adrien

**"**Hey, dude!" complained Nino feeling betrayed by his friends lack of confidence

"I gotta agree with Adrien unless you gain some serious muscles in the next 10 seconds you don't stand a chance." said Ben

"Sorry, Nino; I'm sure we'll work something out." adds Adrien

"We gotta go, or else we'll miss the fireworks." said Marinette

"Forget it; you guys go without me." concedes Alya

Everyone is surprised by this and then Marinette interjects "No way! Okay, Nino will arm-wrestle you."

This shocked everyone even more but Nora just smirks

"Nino will prove his worth to us that he can defend Alya and every one of us, because—

Alya interrupts by whispering into Marinette's ear "Marinette, what are you doing?"

"Don't worry, I got this." whispered back Marinette and then she resumes her speech. "Because… uhh, because love and, uh, friendship, mmm, make your muscles bulge."

Nino flexes and thanks Marinette.

Nino and Nora got into position with their elbows on the table.

"All right! In position. Ready. Set. Go!" shouted Adrien from the videocall.

"Yaaaaa!" Nino yelled as he struggled furiously in vain while Nora sits calmly

"Really? Is that all you got?" asked Nora tauntingly

"She's gonna rip his arm off." said Alya shaking her head when she got a tap on the shoulder. Alya turned to see Ben pointing at the door. Alya looked at her sister who was fake yawning then back to Ben. Alya nodded her head and the two tip toed towards the door. Gwen saw what they were doing and decided to follow along.

Marinette gasps and shouts "Over there, an akuma!" points to the kitchen window.

Nora turns her head to look where Marinette pointed and then Marinette grabs Nino's and Nora's hands and pulls them down, causing Nora to lose the arm wrestle.

"And the winner is… Nino!" declares Adrien

"Oops, my bad; it was just a fly." said Marinette fake sheepishly. She then continued but not sheepishly "You rock, Nino. Come on, let's go. If we leave now we'll get there just in time."

Before they could leave Nora punches the table and accused them. "You're a bunch of cheaters. There's no way I could've been beaten by that fly-weight. If I hadn't been distracted, I would have won!"

Marinette was about to reply when she heard a psst coming from the door. She looked over and saw Ben and Alya at the door motioning for her to leave.

"Doesn't matter since we won Alya gets to go come one Nino let's go!" says Marinette quickly and then rushing out the door pulling Nino with her.

Nora was going to pursue but Ben slammed the door in her face but not before making a mischievous grin. Nora wanted to chase after them but knew that would only cause a scene so instead she went back to the kitchen and silently growled in anger. Especially angered at the brown haired boy who taunted her with that grin.

* * *

The group of friends were all on the ferris wheel watching the fireworks but Nino was really bummed out not feeling right about what Marinette and Ben did. Alya was sitting with Nino and noticed his mood.

"What's up?" asked Alya in a concerned way.

"Oh, ah… nothing." lied Nino

Before Alya could press the issue Adrien interrupts. "Whoa! It's beautiful, thank you, guys." he says grateful but then sees something and his mood changes instantly "Marinette, behind you! I saw something go by; what was it?"

"Marinette turns around and looks through the window. I don't see anything. Maybe it was a bird."

Suddenly, the ground shakes and the Ferris wheel stops; Nino gets startled and embraces Alya, who looks very surprised at first.

"Dude, please don't tell me we're gonna be stuck up here!" said Nino fearfully.

"Being stuck up here is going to be the least of our problems." said Gwen looking outside.

"Why's that?" asked Nino more fearfully.

"Because there's an evil spider person webbing up the Ferris wheel." stated Ben also looking outside.

Marinette points her phone at the spider freak to show Adrien and Alya begins filming it for her blog.

"Uh, may-maybe you shouldn't film her, Alya. You don't wanna attract her over here." stutters Nino still fearful

"A new scoop for the Ladyblog. Ladybug, Lucky Girl, Cat Noir and the Alien Guy should be showing up any minute." replied Alya

Both Marinette and Adrien look around frantically upon that statement and Adrien comes up with a lame excuse to end the call.

"Uh… uh… I think my wifi is losing signal." Lied Adrien before he ended the call.

The spider freak climbed up to the window of their Ferris Wheel cabin. "Well, well. There you are, fly-weights."

"Nora?!" said everyone in surprise and unison

The akuma then made the typical not my old identity thing that all akumas make. "Nora's not here to protect you anymore. I am Anansi, super-spider." Anansi picks up the cabin they were riding in, jumps down from the Ferris wheel and throws the cabin on the ground.

"All those arms, that's convenient, but you destroyed my scratching post." joked Cat Noir arriving in record time

"Need a hand, kitty cat?"said Anansi before leaping down and fighting Cat Noir

"Nora… no!" said Alya watching the battle as everyone else was trying to figure a way out of the cabin.

"You're no match for me, kitten." commented Anansi. After some fighting, Anansi grabs hold of Cat Noir's ankle and throws him against the center of the Ferris wheel; she punches at Cat Noir there and the Ferris wheel starts wobbling; she jumps back down to the ground "Go fetch the Ferris wheel." said Anansi

"Cat Noir gasps and sees the Ferris wheel come loose and start rolling; he chases away after it. Anansi jumps to the friends, who have escaped the cabin, and grabs hold of Alya and Ben.

"Now that you can't cheat anymore, cappie, show us just how you plan to protect your friends." said Anansi as she then laughs, and jumps up atop the Obélisque de Louxor "Come and get her if you're not a fly-weight!" taunted Anansi.

Nino groans then shouts Alya's name and runs after Anansi when she leaps away with Alya and Ben.

"Nino!" shouts Marinette trying to get him to stop. She and Gwen run after Nino as Anansi is seen running backwards atop cars, spitting webbing behind her. "Nino, wait!" shouts Marinette and Gwen at the same time.

Nino turns around and shouts back "I'm not a fly-weight and I don't need your help to prove it!" he then returns to chasing after Anansi to rescue Alya and Gwen

"We have to try to stop him from doing this alone. He doesn't stand a chance." stated Gwen.

"Actually I was thinking of looking for help." said Marinette.

"I think we could be of more help with Nino Marinette." replied Gwen.

"Yeah but... I'm uh also too afraid to just face an akuma head on." lied Marinette.

Gwen sighed and then said "Alright you do what you think is best but I'm going after Nino to help save my cousin." She then left to follow Nino.

Marinette after Gwen left ducked behind a car and transformed into Ladybug.

* * *

Nino is crawling on the street, trying to avoid cobwebs; when Gwen catches up to him.

"I said I don't need your help." said Nino

"Yes you do. Do you really think you can beat her in a fistfight. Also it is obviously a trap." stated Gwen

Nino sighes then replies "Well do you have a better idea then?"

"Actually yes." replied Gwen as the two made their way to the Arc de Triomphe

There they see Ben and Alya stuck to a spiderweb in the Arc

"Alya!" exclaimed Nino as he starts running towards her.

"Wait I haven't explained the plan!" said Gwen but it was too late. Nino was still running and was in clear sight of Anansi

"Nino, don't stick around." said Alya upon his arrival

"Well, well, well. Look who it is." said Anansi crawling on her web.

"Anansi! You let Alya go right now!" Demanded Nino panting

"Hello what about me! I'm here too. And why did you even take me! Alya's the one you want to protect!" complained Ben.

"I took you to punish you for orchestrating that little escape from me!" spat Anansi with hate

"How did you know it was me that did that anyways." rebutted Ben

"Cause of that taunting look you gave me as you shut the door!" growled Anansi clearly angry

"Oh please that proves nothing you spider freak!" insulted Ben.

"What did you just say you flyweight!" yelled Anansi as she lost her temper and punched at Ben's face. Ben however was able to lean his head to the side and she ended up punching a hole in her web.

Anansi struck again this time where Ben had moved his head but he angled it to the hole area.

"Hey I'm still here and you will release Alya!" shouted Nino annoying Ben again.

Anansi growled in annoyance then said to Ben "I'll deal with you later." and jumped down from her web.

"Oh yeah? And how exactly is a weak little fly-weight gonna force me to release my prisoner?" asked Anansi

Nino gulps, after which his expression turns angry. He runs towards Anansi, yelling, but Anansi stops him; she picks him up with one hand and throws him through the air into the horizon.

Gwen face palms and groans from her hiding spot behind a car "Looks like I'm on my own" she thought. Gwen pulled out her spellbook from her purse and began flipping through the pages.

"C'mon c'mon where is it." complained Gwen to herself as Ladybug and Cat Noir began fighting Anansi. After another moment she found the spell she was looking for and spoke it aloud. "duplici exemplari"

There was a bright pink flash and suddenly there was two of Gwen. The clone morphed into Lucky Girl and went to join Ladybug and Cat Noir in the battle whilst the original Gwen snuck around the Arc to try to save Ben and Alya.

When Lucky Girl joined the battle Ladybug was fighting alone and Cat Noir left to try to free Alya and Ben.

"Hmm maybe I won't need to save them." thought Lucky Girl but that was before she saw Cat Noir get stuck.

"Oh… uh… M'Lady? I think I got myself into a sticky situation." called out Cat Noir now stuck in the web

"Looks like I've already got a catch. You'll be next, beetle." threatened Anansi

"I don't think so!" said Ladybug whilst attacking with her yo-yo, but it gets caught and she gets flung across the street.

Anansi was about to start creeping up her web to swipe Cat Noir's miraculous when suddenly she was squished under a giant bug swatter.

"I never was a fan of spiders always creeped me out. But you you're even creepier than a regular spider." said Lucky Girl dissipating the swatter.

Anansi got back up and replied "I'm not creepier but I am a heck of a lot stronger Glowstick!"

"You did not just call me Glowstick!" raged Lucky Girl igniting her fists with mana.

"I sure did. What are you going to do about it!" taunted Anansi.

Lucky Girl growled and two fly swatters appeared in her hands and she tried to crush Anansi between them. However instead of being squished, Anansi was holding the swatters back until she shoved them away breaking them.

Lucky Girl stumbled backwards, at them breaking then reignited her fists and tossed mana disks at Anansi. Anansi just yawned in response dodging them easily until she tried catching one but it exploded in her face upon impact. This only made Anansi angrier and she sneered in anger.

Anansi charged at Lucky Girl bringing the fight to close quarters combat. Due to her extra limbs, strength, and speed Anansi easily swept Lucky Girl off of her feet and onto the pavement. The fight was not going well for Lucky Girl.

* * *

Meanwhile in the web Cat Noir had just gotten himself stuck in it. Ben groaned realizing it would be hard for them to be rescued until Anansi was defeated. That was until he heard a psst. from behind him.

Ben turned his head to see Gwen behind him on a floating platform.

"Need some help Doofus?" asked Gwen rhetorically.

"Obviously Dweeb. But wait if your here then who's fighting Anansi?" asked Ben

"A clone." whispered Gwen as she slowly began cutting at the web trapping Ben with a mana knife.

"I didn't know you could do that." replied Ben quietly

"It doesn't last long and it's like splitting my power so it is only half as strong as me." said Gwen as she managed to free Ben's Omnitrix wrist.

"Just loosen me enough so I can break free myself" whispered Ben

"Wouldn't it be better to fully cut you out though?" asked Gwen.

"Yeah but we don't want them to know you freed me unless you want them to know you can float and have mind powers." answered Ben

"Its called mana not mind powers and good point." replied Gwen having nearly freed Ben's legs but stopped just so it was weak enough for him to escape on his own. She then finished loosening his other wrist and then made herself invisible.

Ben wriggled free and leapt onto the ground drawing the attention of Cat Noir and Alya.

"How'd you do that?" asked Cat Noir

"She loosened the web when she was punching at me." lied Ben.

"Any chance you can get us out too?" asked Alya

"Unless she hit at you guys to I doubt it but I'll go look for the fire department or cops to come cut you guys down." said Ben running off to go hide and transform.

When Ben found an alley he was about to transform when he saw Nino challenging Anansi who was confused from the Lucky Girl duplicate suddenly vanishing as she was pummeling it with her fists. "Hey arachnid!"

"Ah, so you're back, cappie?" said Anansi snapping out of her stupor.

Ben activated the Omnitrix and turned the dial to Four Arms. "Lets see you outwrestle Four Arms spider freak." said Ben as he slammed down the dial. In a flash of green light Ben was gone and in his place stood Diamondhead.

Diamondhead looked at his hands and noticed he didn't have four of them but they were made of diamond instead.

"Aw man. Well this isn't so bad. In fact it may be better." said Diamondhead getting an idea.

* * *

"Wow, be careful. What are you trying to do with that little stick?" teased Anansi dodging Nino's fruitless attempts to strike her.

"On your left; no, on your right. No, the other right!" shouted Cat Noir trying to guide Nino's strikes from the web.

Anansi got bored from dodging and grabbed the staff and said :You're gonna hurt yourself." she then throws Nino on the ground.

"Nino!" cried Alya in worry.

Anansi turns around to go grab Cat Noir's miraculous when she realizes Nino is extending Cat Noir's staff and almost hits Anansi on the head and nearly off her feet.

"So, who's the fly-weight now, huh?" said Nino with a smug look on his face.

This lead to a series of blows to each other but in the end Anansi's strength prevailed and she tossed Nino away but he was caught and taken away by Ladybug.

Anansi could care less where the fly-weight went she just wanted to get Cat Noir's ring for now. She was also right about to do that but she was blocked away by a diamond wall that suddenly appeared.

"What the!" exclaimed Anansi. She turned around to See Diamondhead crouching with his hand on the ground. He rose to face her and made an arachnid taunt "So if you're supposed to be an arachnid why do you only have six eyes and six arms?"

"Because that's all I need to pummel you and anyone else who stands in my way!" replied Anansi cracking her knuckles. Anansi then charged at Diamondhead who formed a Diamond shooter in his hand and a shield. But before she could get to him she tripped.

When Anansi got up she saw that she tripped on a mana tripwire which extended back to Lucky Girl. "Come back for more Glowstick!" taunted Anansi knowing that got under Lucky Girl's skin.

Lucky Girl's face grew angry and she began throwing everything she mana disc she could conjure at Anansi. Diamondhead was also firing Diamonds at Anansi from behind striking her in the back. This however was making Anansi angrier than she already was.

"Enough!" boomed Anansi smashing the ground so hard it created a sonic boom knocking both Lucky Girl and Diamondhead off their feet. She also cracked Diamondhead with the sonic damage.

Diamondhead struggled to get up due to the damages from the sonic boom since he is weak to sonic attacks. Anansi noticed this weakness and decided to take advantage. She began rushing over to Diamondhead about to knock him out for the count when a yoyo wrapped around her legs and tripped her again.

When she got up she cursed that for happening again. Then noticed Ladybug and a new hero appear.

"Hey, six-hands! Catch this!" shouted the new turtle hero as he then throws his shield at Anansi, who dodges it by jumping down to the ground

"Change of pet? You replaced your kitty with a turtle?" said Anansi

"I love animals, but I'm not into spiders." replied Ladybug. She throws her yo-yo around the arc de triumphe

"Ha! Missed me." taunted Anansi

"Did I?" said Ladybug as she wraps her yo-yo cord around the pillars of the Arc de Triomphe, making a makeshift boxing ring in the interior; meanwhile Carapace is fighting Anansi while Lucky Girl is helping Diamondhead get back up; Ladybug steps into the ring, wearing the boxing gloves "Anansi! I challenge you. One round. You win, you get my Miraculous. I win, you release your prisoners. What do you have to lose? In a few minutes, Cat Noir will transform back anyway."

A glowing purple outline appeared over Anansi's face but soon vanished with her saying "Don't worry, butterfly man, this nasty bug ain't no match for Anansi."

"I'll devour you, li'l nasty bug." threatened Anansi as the match began.

"One punch will be enough." said Anansi being overconfident

Ladybug dodges Anansi's hits and said "You can't punch the wind." She then stands in the corner of the ring

"It's over." said Anansi as she tries to hit Ladybug, but misses and instead punches one of the pillars of the Arc de Triomphe, causing it to crack.

"One punch, huh? Well, maybe if you could actually land one." taunted Ladybug

"Shut up!" growled Anansi as she began throwing punch after punch.

Ladybug dodges the punches easily and replies "Why, do you have trouble doing two things at the same time?". Ladybug goes into another corner; Anansi tries to hit her, but misses and cracks another pillar.

Ladybug then tricks Anansi into punching more pillars.

Ladybug giggles then taunts"You're so weak that when you're shadow-boxing, your shadow wins!"

"Shadow THIS!" yelled Anansi. She kicks Ladybug back against the wires of the boxing ring then says "You can't win this fight, so give up and give me your Miraculous!"

"You wish." replies Ladybug about to stretch her yoyo's wiring back to cut against the pillar's more when Anansi shouts out in pain then falls forwards unconscious.

Behind where Anansi once stood is Frankenstrike with his fist emanating electricity.

"I had that!" complained Ladybug.

"Your welcome." replied Frankenstrike sarcastically. He then noticed that the arc is collapsing on top of them.

Ladybug retracts her yoyo and grabs Carapace and hauls the two of them up to the web. "It's all up to you, Captain Turtle." said Ladybug before throwing the turtle hero up to Alya before going to Cat Noir. "Use your power now!" shouted Ladybug

"At your service, dude— Uh, Ladybug." corrected the turtle dude holding up his shield "Shellter! Shiaaah!" shouted Captain Turtle

A big glowing green ball appears around the foursome; the ball falls down; from a distance is seen how the Arc collapses completely. Carapace de-activates the Shellter; Alya stares up at him with awe while Cat Noir sees her and Carapace

"You're not really replacing me with a turtle, are you?" pouts Cat Noir

The debris rumbles and Frankenstrike emerges carrying Anansi inside a pink mana bubble that expanded pushing the rubble away. After that Lucky Girl dissipated the bubble freeing Frankenstrike.

"Not now, kitty." replied Ladybug before hurling him toward Anansi "Throw like a ladybug, scratch like a cat!" quipped Ladybug as Cat Noir touches the boxing helmet; it disintegrates and breaks to pieces; the akuma emerges and Ladybug purifies it as well as using her fix it up powers.

The Miraculous Cure spreads itself throughout the city, repairing the Ferris wheel and the Arc de Triomphe, and cleansing the streets of cobwebs; Anansi is detransformed back into Nora.

"The Beetle and Mister Whiskers? What's going on here?" asked Nora.

"Ladybug holds her fist up to fist-bump; Cat Noir is about to reciprocate when his Miraculous beeps.

"Uh, sorry, guys, but I've gotta split." said Cat Noir starting to run off

Ladybug stops him to tell him he is irreplaceable and then he swings off way on his baton/staff.

"Whoa, this is a first for the Ladyblog. A brand new superhero! What's your name?" asked Alya badgering Cap Turtle.

"Uh… Huh… Carapace. Call me Carapace." answered Captain Turtle now known as Carapace.

"See you later, bugheads." said Ladybug running off; Carapace follows; they both take off with Ladybug's yo-yo.

Alya was then about to ask some questions to Frankenstrike and Lucky Girl but they were already gone. So instead Alya said to her viewers "And stay connected."

* * *

Alya and Nora are walking together; Nino and Marinette come running towards them. Ben and Gwen run towards them as well.

"Hey, you okay? You weren't too scared, were you?" asked Nino catching his breath.

"I'm fine. I saw that you tried to save me." answered Alya

"Uhm. Actually… no, I didn't do much. It's not like I'm a superhero or anything."said Nino as he then laughs uncomfortably

Alya then whispered something inaudible to Ben into Nino's ear which made him laugh even more uncomfortably.

Nora interrupted Nino's awkward moment "Fly-weights! ) Truth is…I did lose the match…and my cool. Sorry about everything that went down." she apologized.

"Nor—uuh, uuh, Anansi. I...actually...you didn't lose the game." stuttered Marinette. She then continued after a moment "I helped Nino to win by distracting you. I'm sorry." confessed Marinette.

"Hey! We're cool, Marinette. It's no big deal." said Nora grabbing Marinette and placing her into a playful headlock. She also grabs Nino and head-locks him, too before adding on to what she said "Cappie proved that he doesn't need muscles to be strong.". Alya joined in turning the headlocks into one big group hug.

Ben and Gwen were watching this moment when Ben suddenly felt Gwen elbow him.

"What?" said Ben

"Don't you want to apologize too." asked Gwen although it was more of a command.

"Um no." replied Ben earning him a harder elbow to the side.

"Alright alright I'll apologize." hastily replied Ben rubbing his side where he got elbowed.

"Hey uh Nora or I guess Anansi. I also need to apologize I snuck everyone out of the apartment behind your back just to upset you. I'm sorry" apologized Ben.

"Its fine Phone Gamer. I was being unreasonable and you had every right to sneak them out." replied Nora pulling Ben into the group hug.

The hug disbanded with the friends agreeing to go ice skating with Nora sometime.

They were all about to go home when Marinette turned around to catch a glance of Ben. She thought about talking to him about her feelings but she quickly pushed that thought down thinking that right after an akuma attack was not the time.

"Maybe the tomorrow." thought Marinette.

* * *

**Chapter done. Thank you for reading. Honestly not much for me to say in the Author's note except reiterating that I plan on starting the Bennette train maybe next chapter which is why I teased it at the end of this chapter. So anyways if anyone has any suggestions for the story feel free to Private message me I check that daily. As always please ****fav, review, and follow for updates and the next chapter should be up sometime in May.**


	26. Chapter 26

"Remind me why we came here." groaned Ben in boredom. He, Gwen, Grandpa Max, and Marinette's parents and other friends all were at the Grand Palais exhibition hall sitting on a long bench by the catwalk for one of Adrien's fashion shows. However unlike his usual fashion shows in this one he was showing off on of Marinette's hats.

Ben was bored because they had been waiting 20 minutes and Grandpa Max wouldn't let him play a game on his phone.

"Because we came here to support Marinette. This is the first time one of her designs is being featured in a fashion show and we're her friends so supporting her is what we do Doofus." answered Gwen rudely

"Yeah but it's fashion! I know nothing about fashion much less care for it." further complained Ben.

"Ben. Like Gwen said we are here to support your friend. I know you don't understand it or care much for it but she does. So it would probably mean a lot to her for you to be here." explained Grandpa Max

Ben sighed and reluctantly agreed "Yeah I understand Grandpa. But why can't I play a game on my phone?"

"Because when Marinette comes you should congratulate her and not be sucked into one of your sumo slammer games." further explained Grandpa Max.

Ben grumbled silently to himself. However shortly after that an obvious narcissist entered the room with Chloe and her father. She wore a white sleeveless jumpsuit with a thick black stripe down the right side. The romper is long in length and bares around the shoulder blades. On her head, she adorns a black hat with black-and-yellow color stripes on the underside, yellow hat band, and a black-and-yellow flower on the left side. Her hair was golden color and in a sharp bob and sunglasses covered her eyes.

The group approached the first row however the Tennysons were sitting in the second row so fortunately for them they didn't have to sit by the bourgeois. Or so they thought after the golden haired one sat in the front row by Marinette's parents and Alya.

"How dilapidated is this place? And I have to share the front row with this group of low-lifes? Ridiculous. Utterly ridiculous." complained the golden haired woman that everyone could now tell was obviously Chloe's mother.

"Uh, sorry, but that seat is reserved for Marinette." said Alya

"This Marinette girl, again?" complained Chloe's mom

Chloe interjected into the conversation "Let me handle this, mother. Hey losers, do you know who my mother is? She's Miss Style Queen: the most powerful woman in the world of fashion. This show is for her, okay? So, get lost!"

Before the situation could escalate Marinette and Adrien's father's assistant walks up. The assistant speaks "Mrs. Bourgeois. Mr. Agreste has reserved a seat for you"

"Ah, finally." said Chloe's mom standing up

"in the second row." finishes the assistant.

"What?!" exclaims Chloe's mom

"My mother always sits in the front row." stated Chloe

"Not today." replied the assistant emotionless

"This is unacceptable! Gabriel cannot do this to me! I'm the one who discovered him. Without me, he'd still be drawing his unworthy designs in his dismal, grim studio!" growled Mrs Bourgeois

"I can offer your seat to someone else if you don't want it." added the assistant still emotionless

"How dare you? You're fired!" exclaims Chloe's mom. Ben and Gwen snickered at that seeing where Chloe gets her bad attitude from.

"I don't work for you, I work for Mr. Agreste." simply replied the assistant clearly not worried about her job.

"We'll see about that!" replies Chloe's mom as she takes out her phone and calls Mr Agreste.

Her call just goes to voicemail instead and she growls at that.

"I assume from your expression that I'm not fired." said The assistant

"This is unacceptable! I will not view a fashion show from the second row, ever!" yelled Ms Bourgeois then stomping away to the exit. Chloé follows her mother.

Mr Agreste's assistant points Marinette to her reserved seat; Marinette sits down.

Everyone was silent for a moment until Ben broke it. "Guess we know where Chloe gets her jerkiness from."

All of the teenagers just laughed and the adults weren't really sure how to react to the situation.

* * *

After a moment the photographers by the catwalk began taking pictures indicated by the flashing from their cameras. It also meant that Adrien had appeared wearing the hat as expected.

Marinette looked nervous for a moment until she reassured Alya that she was fine, then smiled.

Adrien then began his strut down the catwalk. As Adrien walks forward, he glances back at Marinette. At the end of the catwalk he stops and strikes some poses.

Suddenly a bright and sparkly golden skinned woman appears out of thin air. She wears sunglasses with dark shades over her eyes and her head appears to have pulled-back gilded hair in the style of a crown with five black pointed stones attached around the front. She wears a golden leotard designed with vertical strips of cloth, with a black strap on her left shoulder and pointed black edges around each leg. She also has medallion high heeled boots. She holds a long gilded staff, having a bud-shaped tip with a black chevron line around it on top.

"A fashion show without the queen of style? Glitteraly unacceptable!" complained the new akuma that base doff how she spoke is obviously Chloe's mother.

"Is this supposed to happen? I've never attended a fashion show before." asked Marinette's dad rhetorically.

"Where is that ungrateful Gabriel Agreste? I demand that he kneels before me!" demanded Chloe's golden mom

"My father isn't here!" stated Adrien confidently

"Well then. If fashion-disaster daddy isn't here, I'll just have to settle for Agreste Junior! You're fired!" said the akuma. She shoots a gold dust at Adrien and turns him into a golden statue on the spot. The crowd panics then panics

"Adrien!" exclaimed Marinette.

Everyone then began running and screaming out of the room with Chloe's mom aiming and blasting more of her golden blasts at fleeing people.

Gwen looked behind her and saw that the akuma's scepter was aimed directly at Ben and about to fire.

"Ben!" exclaimed Gwen shoving him out of the way just as the blast of gold was about to hit him. Unfortunately for Gwen she ended up taking the hit for him and was now a golden statue like Adrien

"Gwen!" exclaimed Ben. He glared daggers at Style Queen who just petrified her own husband who was begging her to stop.

Ben pressed the button on the Omnitrix activating it. He was about to slam the dial back down when Grandpa Max grabbed his hand.

"Not here Ben. Get somewhere private." ordered Grandpa Max

Ben silently agreed and followed Grandpa Max out of the hall.

* * *

"Style Queen!" shouted Ladybug from atop the rafters.

Style Queen responds by shaking her head in disapproval and then commenting "What an atrocious suit. That bug looks so last year."

"But the yo-yo makes a strong comeback this year." quipped Ladybug. She threw her yo-yo, it goes right through Style Queen.

"You're a couple of sizes too small to beat me, Ladybug." taunts Style Queen

Style Queen then shoots out a beam of gold, Ladybug tries to block it, but the recoil is too much for her; she falls backwards; Style Queen laughs in an evil manner; Style Queen holds her glowing wand out towards Ladybug's face.

"Mom! Uh— Style Queen. If you want to find Gabriel Agreste, I know where he lives. You can take care of Ladybug later, she's worthless anyway." interjected Chloe saving Ladybug from being goldified.

"Hmm... It's not a completely idiotic idea." replied Style Queen.

She was about to hit her wand on the ground when suddenly a black and blue blur passed by swiping her staff in the blink of an eye.

The blur slowed down by Ladybug's side and could now be seen to be XLR8 with his visor down. His visor retracted upwards before he spoke. "You're not going anywhere without this."

Style Queen just grinned before saying "That is my staff I control it!". The staff fell apart into gold dust in XLR8's claws and flowed back into Style Queen's hands like metal to a magnet and reformed back into a staff.

Style Queen then slammed down the staff and Adrien's statue crumbles and gets sucked into the wand; she then flies away as a gold dust cloud, taking Chloé with her as well.

Before they escaped though XLR8's visor went down and he picked up Ladybug bridal style and followed them.

Style Queen and Chloe arrived at the Agreste mansion and quickly flew around it searching for Gabriel Agreste before Style Queen reformed herself and Chloe in the foyer where they were met by XLR8 and Ladybug. XLR8 set her down and the two heroes got into battle poses.

"Ugh first Gabriel Agreste isn't here and now you two somehow followed me! ridiculous utterly ridiculous!" complained Style Queen

"What's more ridiculous is your overuse of gold in your style." said Ladybug as Chloe hid behind vase.

Style Queen gaped at the comment then scowled before replying in rage "You dare mock the Queen of Style's style! You will pay for your insults you no fashion brats!". She then attempted to blast both Ladybug and XLR8.

XLR8 easily dodged every shot and Ladybug swung around the foyer with her yoyo and narrowly dodged and blocked a few blasts. XLR8 saw an opening when Style Queen was focusing on Ladybug and went to take it. However when he struck Style Queen with his jabs and cuts they went right through her and easily reformed. This also got her attention on XLR8.

Style Queen shoved XLR8 away and fired at him by he zoomed away from the blast of gold.

"I don't have time for you two." growled Style Queen before she turned back into a gold dust cloud, picked up Chloe again and flew out of the mansion to the Eiffel Tower.

XLR8 was about to pick up Ladybug again and follow Style Queen but Ladybug told him to wait.

"There's no time to wait she's getting away!" replied XLR8

"No she's not. She's an akuma she is going to attract attention on purpose they always do that. Whether its just me and Cat Noir or the entire public." stated Ladybug

"That doesn't mean we should let her escape." argued XLR8

"I'm not saying that. We need a plan to beat her, especially since she isn't solid." said Ladybug

"Well then maybe I should freeze or melt her." suggested XLR8

"No we need to find her akuma. If I purify it we win and everyone gets restored." explained Ladybug

"Well I have no clue where it is and maybe directly fighting her will give us that clue." added XLR8 clearly losing patience.

"No that's definitely not the right move. Especially since Cat Noir and Lucky Girl still haven't shown up." replied Ladybug.

"Well then what should we do I can freeze her if I change forms! Which I plan on doing in order to give me the upper hand!" said XLR8. He then zoomed off leaving Ladybug behind in the empty mansion.

"XLR8 wait!" exclaimed Ladybug but XLR8 ignored her and went after Style Queen regardless.

"Ugh he's just as impulsive as Cat Noir sometimes." complained Ladybug to herself.

Thinking of only one possible thing to do she used her Lucky Charm and what fell into her hands made no sense for the situation. A mallet.

* * *

XLR8 zoomed after Style Queen but just as he was about to catch up he heard a familiar beeping sound.

"No not now." thought XLR8 quickly rushing into a back alley and transforming back into Ben in a flash of red light.

"I can't wait Omnitrix I need to save Gwen now!" complained Ben. He pulled out his phone checking the news for info on Style Queen. Fortunately Ladybug was right when she said Akumas attract attention.

After a few moments of searching he found a livestream of Style Queen delivering an ultimatum from the top of the Eiffel Tower. "Gabriel Agreste, if you refuse to show your face, your son will soon be nothing but glitter in the wind!" she said.

Ben growled in frustration and glared at the Omnitrix still bright red from timing out.

"Guess now I have to follow Ladybug's advice and think it through." thought Ben. He doubted Style Queen would be frozen for long if he used Arctiguana's ice breath but hoped it would buy him enough time to save everyone especially Gwen. Ben also knew he needed a backup plan incase freezing her failed but the only other thing he could think of would be to try and melt her as Heatblast and he can't go Grey Matter right now to think of a better plan.

Suddenly like a miracle Ben heard the Omnitrix make its unique dinging sound as it began to glow green again indicating that it had recharged. "Glad that wasn't long." sai Ben to himself dialing up XLR8 again and slamming the dial.

Ben fortunately got the alien he wanted again and zoomed all the way to the Eiffel Tower and up all the stairs to find Chloe by Adrien's petrified form on a gold table surrounded by a forcefield.

"Where's Style Queen." demanded XLR8.

"She's up top still I think. Please hurry whatever your name is. Her akuma is in the rose in Adrikins mouth." answered Chloe

"Of course it is." complained XLR8 looking at the rose inside the forcefield.

Suddenly Style Queen materializes on top of the forcefield. "It's really impossible to find qualified staff these days." said Style Queen. Chloé turned around slowly to face her mother. "You're fired!" shouted Style Queen petrifying Chloé into a golden statue

"And as for you. You may leave I have no use for you and neither does Hawkmoth. That is if you tell me where Ladybug and Cat Noir are so that I may take their miraculous." offered Style Queen.

"So tempting but I'll have to pass." said XLR8 slamming the Omnitrix dial. In a flash of green light in his place stood Arctiguana. Arctiguana breathed his frost breath the moment the flash vanished whilst Style Queen was still blinded from the bright light.

Style Queen was frozen solid.

"Now to break the forcefield." said Arctiguana.

Arctiguana transformed again but this time into Four Arms. As Four Arms he began pounding on the forcefield not noticing the cracks forming in the ice trapping Style Queen.

Four Arms's punches were doing no damage and all he was achieving was making himself exhausted. Still he wouldn't relent until he had saved Gwen.

The ice trapping Style Queen shattered freeing her. The moment she was free she fired a gold blast at Four Arms. Fortunately for him he had heard the ice shatter and dodged at the last second. The gold blast did nothing to weaken the forcefield.

"Ugh stay still you red beast!" complained Style Queen firing off more and more blasts at Four Arms until he ripped up a chunk of the meta floor and used it as a shield against the gold blasts.

"I'm not even after you! All I have to do is wait for Ladybug and Cat Noir. Take their miraculous and then I win!" said Style Queen before she dematerialized back to the top of the tower knowing Four Arms could do nothing against her.

Style Queen didn't have to wait long before she saw Ladybug returning. She dematerialized onto a support where Ladybug was offering Alya a miraculous.

"Ladybug! You're out of fashion. Give up!" shouted Style Queen shooting a gold blast at her. Alya pushed Ladybug out of the way taking the blast and knocking the miraculous to the bottom of the Eiffel Tower.

"Where's Cat Noir?" Oh, lemme guess. He's hiding because he's ashamed of his outfit." mocked Style Queen.

"We don't need Cat Noir!" shouted Four Arms tackling Style Queen off of the Eiffel Tower.

As the two were free falling towards the pavement Four Arms was punching and punching Style Queen again and again but doing no damage since she just kept regenerating faster than he could hit. Style Queen also couldn't petrify him because she dropped her staff onto the floor of the Eiffel Tower after she was tackled.

The two smashed into the pavement creating a crater and scaring off any watchers from nearby. Four Arms continued punching until Style Queen dematerialized and rematerialized in front of him.

"Enough of the you vile Ogre!" growled Style Queen summoning her staff. She aimed and fired at Four Arms who leapt out of the way and smashed his fist into the ground creating a fissure that ate Style Queen.

Style Queen simply flew out as a gold cloud and reformed in front of the chasm.

"I am invincible!" boasted Style Queen firing at Four Arms again. This time it would have hit if Ladybug hadn't landed right in front of him twirling her yoyo as a shield.

"What part about we need a plan did you not understand." said Ladybug blocking any shots of gold fired at them as the two took cover behind some cars across the street.

"The part where you didn't have one." replied Four Arms ducking as a shot went overhead.

"Well I did have one but Style Queen ruined it." shot back Ladybug clearly frustrated.

"Here's a hint. the akuma is in the flower from her hat." stated Four Arms.

Just then Style Queen appeared in front of them. "You're both fired!" she shouted as she shot at them. The two heroes split in opposite directions to avoid being turned to gold.

"Well where is the flower!" asked Ladybug running from Style Queen.

"In the Agreste kid's mouth at the tower under a forcefield." answered Four Arms narrowly dodging another blast.

"Well normally I would have Cat Noir break that forcefield but he isn't here so how else are we supposed to get to it?" asked Ladybug as the two heroes regrouped away from Style Queen at the base of the tower.

"I don't know ummm... underneath it the force field doesn't cover the floor so we break into the forcefield from underneath!" exclaimed Four Arms!

"You do that I'll distract Style Queen. Hey Style Queen. Gold was so last month now polka dots are so in!" shouted Ladybug.

"You dare tell me what is in! Only I can decide what is in and what is out I'll fire you a million times Ladybug!" threatened Style Queen as she began chasing Ladybug around and up the Eiffel Tower as Four Arms went up to the floor beneath Adrien's petrified body.

Four Arms gripped his fists into the floor underneath Adrien's body and tore it out from underneath the forcefield and pulled it down to the floor he is on. He set it down and took the golden flower from Adrien's mouth. He looked over the edge of the tower in search of Ladybug and found her swinging to the floor above him.

Four Arms leapt up to that floor to find Ladybug swiping a glue covered flag through Style Queen.

Style Queen seemingly unaffected by it began to gloat "A glue diet? Ha! That's original. But I'm still going to— oh!" she stopped gloating when she noticed the big chunk of her abdomen missing.

"Oh, what's the matter? Do you have indigestion?" taunted Ladybug

"How dare you? I'm gonna squash you like the nasty bug you are!" shouted Style Queen pushing Ladybug in the back making her fall over. She then began gloating again "Hahaha! You're no match for Style Queen, my poor Ladybug. Soon, you'll be nothing but a bad memory, like shoulder-pads!"

"Ladybug catch!" shouted Four Arms tossing the gold flower to her.

"What? Noooo!" shouted Style Queen once she realized that her akuma was in danger.

Ladybug grinned and snapped the flower in half releasing the akuma. She then caught it in her yoyo, Style Queen reverted back into Chloe's mom and Ladybug used her miraculous ladybug to undo all the damage whilst Plagg who was going to intervene realized he didn't have to now and decided to go hide in the restored Adrien's pocket.

"Thank you Four Arms." said Ladybug.

"No problem helping is what I do." replied Four Arms leaping off the edge of the Eiffel Tower's balcony as he began leaping back towards the fashion event to check on Gwen.

* * *

After all of the madness of Style Queen and Grandpa Max having helped evacuate everyone from Style Queen's path during the chaos. The fashion show resumed. But not until after Chloe found a certain box...

**To Be continued...**

* * *

**I wasn't originally going to put in the part with Ben timing out as XLR8 but I thought that wasn't very realistic of the Omnitrix since it isn't the alien force Omnitrix...yet. So I changed that part but anyways onto Part 2 in the next chapter which thanks to me making them all at once is of no wait between chapter releases. Also this chapter was mostly to set up the next two which I promise are much better and lengthier.**


	27. Chapter 27

At the Grand Palais the fashion show that the akuma Style Queen had crashed was finally resuming.

Adrien Agreste was strutting down the catwalk getting his picture taken by tons of photographers.

Ben was bored but was happy for Marinette that her hard work and dedication to fashion was being recognized and being shown off to the whole world. Gwen was too busy being relieved that she was no longer a golden statue to pay a lot of attention to the show but nonetheless was enjoying it so far and hoping that this could be her opportunity to push Ben and Marinette together.

Alya was meanwhile live streaming the whole event online. " Scoop. The hat Adrien Agreste is wearing was made by my BFF, Marinette! Anything you'd like to say during my livestream?" asked Alya

Marinette simply waves and squals at the camera awkwardly clearly a bit uncomfortable being live streamed. Alya looks behind Marinette at someone and looks surprised.

Marinette and everyone else turns around too, equally surprised. Everyone in the hall looks surprised eventually. Chloe's mom crosses her arms in disgust and Chloe mimics the same pose as her mother.

However there was one person still not surprised. Ben. "Um why is everyone staring at that old guy?" asked Ben bluntly clearly not knowing who that man was. Gwen elbowed him in the side.

"Ow what was that for." complained Ben.

"That's Adrien's father Doofus. He never shows his face in public." explained Gwen.

"Oh... no wonder this is a big deal then." replied Ben in understanding.

"I… don't… believe this!" stuttered Alya as Adrien turns around and sees his father standing on the catwalk with him. "Ladybloggers, a huge update! That's Gabriel Agreste; he hasn't been in public in ages!" exclaimed Alya

Mr Agreste walks on the catwalk towards Adrien and stops in front of him. Adrien stands there, frozen in shock. He takes off the hat as his father pulls him in for a hug. Adrien wraps his arms around his father embracing the hug. The paparazzi are having a party with this taking photos of Adrien and his father in an embrace non stop.

"Scoop number two! Gabriel Agreste has just turned up!" further exclaimed Alya

Audrey Bourgeois unfolds her arms and pulls her sunglasses down with her finger and Chloé mimics the same pose, Alya, Gwen, and Marinette stand up in excitement but Ben and Grandpa Max remain seated since they don't see it as an as big a deal.

"This means your hat will be in pictures all over the news Marinette!" said Gwen as The paparazzi continue snapping photos of the Agreste duo still hugging.

* * *

The Tennyson's and the Dupain-Cheng's walked up to the Agreste's and Bourgeois's on the red carpet outside the Grand Palais to find Audrey talking about Marinette's custom made hat.

"This hat is not a "Gabriel Agreste". Are you responsible for that?" asks Mrs Bourgeois to Marinette whilst looking at her in an intimidating manner.

"Uhm…" cautiously starts Marinette. She looks over to her parents who give her a thumbs up.

Adrien whispers; to Marinette "Stand proud!" Marinette smiles at him but remains Hesitant until she looks over to the Tennysons. Particularly at Ben who gives her a reassuring smile.

Marinette blushes then replies "I… I'm the one who created it."

"Marinette won a fashion design competition." explains Adrien's father.

Audrey lifts her glasses to get a better look at the hat then comments "It's the most… exceptional thing I've ever seen! You're a visionary, Marinette! Glitter's had its day. Feathers are the trend of tomorrow! (Marinette gasped in surprise) I haven't felt this much emotion since… you." said Mrs Bourgeois looking at Gabriel Agreste.

"She does have talent." replied Mr Agreste slightly smiling at Marinette.

Audrey redirects her gaze to Marinette, too. "You wanna be a fashion designer, right?" she asks Marinette

"Uh-uh… Yes ma'am." replies Marinette nervously.

"Then come to New York with me! I'll make you the biggest name in fashion! I'm sure you'll even upstage Gabriel." asked Mrs Bourgeois

"I'll be able to model for you!" said Adrien smiling at Marinette

Marinette looked towards her parents "We'll be here for you honey, no matter what you decide!" said her Mother

"My helicopter will be leaving for the airport at 8 p.m. tonight."stated Chloe's mom.

Marinette puts her hands in front of her face, not knowing what to choose "Isn't this awesome for Marinette, Chloé?" asked Adrien.

Chloe at first didn't respond and was just seething with her head down. But she eventually raised her head and said something very Chloe of her. "It's... It's ridiculous! Utterly ridiculous! I've never been to New York with you and you're taking Marinette Dupain-Cheng!?"

"I'm taking her because she's exceptional Claudette. Uh— Chloe." said her mother saying her name wrong on purpose.

"I'm exceptional, too!" exclaimed Chloe

"Exceptionally bossy and mean." added Ben getting a glare from Chloe however Chloe's mom laughed at that.

"Hahaha that's hilarious. But the only exceptional thing about my daughter, is her mother. Marinette and Adrien look at each other, they look sympathetic towards Chloe and Gwen isn't sure how to feel since she knows how mean Chloe can be but does she deserve this?

"Audrey, dear-" Began Chloe's father holding Chloé by the shoulder, but Chloé pushes him away "Chloe!" he exclaims

"Ugh! I'll show you how exceptional I can be!" yelled Chloe taking out a Miraculous Jewelry Box, she opens it, revealing a yellow, glowing orb

Shouts of "Chloe!" and "No!" were said as the glowing orb became a bee kwami.

"How may I please you, my Queen?" said the Kwami

"What is that thing?" asked Chloe's mom rudely

"Chloé… what are you doing?!" asked Adrien as Chloe throws her sunglasses away and puts the Hair comb in her hair.

Chloe ignored Adrien and said the transformation words to the Kwami "Pollen, Buzz On!" transforming Chloe transforms into Queen Bee.

The new Queen Bee flips backward landing on a board with the Agreste logo in the center of it.

"I am Chloé Bourgeois and from now on I'll be your new superhero, Queen Bee! We'll soon see if you think Dupain-Cheng is still more exceptional than moi!Spinning Top!" shouts Chloe to the whole viewing world as she then uses her Spinning Top to exit the Grand Palais.

"What is happening to our beloved daughter?!" cries Chloe's dad in panic

"She always was such a show-off. See you tonight, Marinette. I'll meet you at my helicopter." was all her mom had to say as she left with her husband running after her.

"We better be going home, Adrien. Thank you all for coming." said Adrien's father sternly. Adrien sighs as his father escorts him past Marinette and her parents to their limo.

"Man the Bourgeois's got problems." said Ben earning himself an elbow to the side from Gwen.

* * *

"We'll open a bakery in New York and introduce our Dupain-Cheng pastries to the Americans!" said Marinette's father as both his family and Ben and Gwen were heading back to his home. Ben and Gwen to hang out with Marinette whilst Grandpa Max stayed in the Rustbucket.

"Are you sure, Tom? You've always been afraid of flying." asked Marinette's mom

"I'd fly to the moon and open a bakery for my daughter if I had too." proudly declared Tom

Marinette smiles, then looks to Ben and Gwen. "Say you're both American. Are you two from New York?" asked Marinette.

"No we're from more out west than New York." answered Gwen

"But we've been to the Big Apple." added Ben

"How was it there?" asked Marinette.

Ben and Gwen both shared a wary look but it vanished from their faces quickly.

"It was... well how about you tell it Ben." said Gwen shifting the question to Ben.

"We uh... didn't get to see much of the city cause we were... busy." replied Ben pausing in the middle of the sentence a few times.

Marinette gave them a confused look and was about to ask why they wouldn't talk about it but then the metro train sped up suddenly and Queen Bee appeared on the trains ad displays.

"Passengers, have no fear. Watch Queen Bee in action. You can thank me later." simply said Queen Bee over the displays.

This caused some murmurs amongst the passengers about her. One passenger said "Is she gonna save us or not?"

"She's not going to pull it off." simply said Marinette in response.

Marinette's dad burst into the train operator's room to find the driver paralyzed with his arm stuck pulling a lever. So in hopes of stopping the train he started pressing random buttons.

"Stay here you three, I'm gonna help my husband." said Marinette's mom following her husband to the front of the train. "Tom, make it stop!" she said

"I'm doing my best!" replied Tom.

That left the three superheroes behind looking for an excuse to leave and go transform.

"I'll uh go wait in the back cars that way if we crash I'll be ok." replied Marinette running to the back cars of the train leaving Ben and Gwen behind the other passengers that were too focused on their imminent doom to notice them.

"Was Marinette looking for an excuse to leave or is she just being selfish?" asked Ben.

"I have no idea." replied Gwen.

The two heroes ducked behind some seats Gwen transforming into Lucky Girl in a pink flash. Ben activated the Omnitrix. "Upgrade can stop this train no problem." said ben to himself as he selected upgrade and slammed down the dial transforming in a flash of green light.

However instead of Upgrade Ben got Grey Matter.

"Grey Matter! Seriously!" complained Grey Matter crossing his tiny arms.

"Well maybe you can mess with the control panel or the steering to fix the train." suggested Lucky Girl placing him on her shoulder.

"Yes Grey Matter may have been the next best choice after Four Arms." replied Grey Matter.

Lucky Girl ran to the operator's room with Grey Matter still on her shoulder to find the Dupain Cheng parents still trying to stop the train.

"Out of the way we got this!" shouted Lucky Girl. The Parents heeded her and stepped aside allowing her and Grey Matter to observe the control panel.

Grey Matter didn't need to look very long to know what was wrong. The operator was paralyzed and his hand was still gripping the accelerator. He turned to face the Dupain Chengs.

"Neither of you thought to remove his hand from the accelerator?" stated Grey Matter turning to face them

"We tried but he's stiff and won't budge." replied Mrs Dupain Cheng

"So we tried looking for the emergency brake or stop button." added Mr Dupain Cheng.

"Lucky Girl is there a spell to unparalyze him or move his hand?" asked Grey Matter now facing Lucky Girl.

"Not to my knowledge so we'll just have to pry him off." answered Lucky Girl as she made a claw of pink energy to try to forcibly remove the train operator's hand from the accelerator. Before Lucky Girl could do anything the train began slowing down.

A quick look out the windows showed that Ladybug and Cat Noir were stopping the train by wrapping Ladybug's yoyo to the train and holding it back as well as Cat Noir unbreakable staff blocking the train from moving forward. The combination of these two tricks slowed down the train right by the train stop where a camera crew were filming the whole thing.

"Guess we don't need to stop the train now." said Lucky Girl.

Grey Matter remained on her shoulder as she and Cat Noir began helping people off of the metro train while Ladybug investigated the driver's paralysis. Cat Noir was also giving out compliments and advice to the people like "stay pawsome" and "evacuate the station safely".

Queen Bee was meanwhile instead of helping evacuate the civilians claiming credit for the rescue "You're welcome. It was nothing. I was merely—"

"Queen Bee! This was your doing!" Ladybug yelled interrupting Queen Bee.

"Oh, Ladybug, you're too kind. This was teamwork. Oh, how amazing is this?! We're a team now!" said Queen Bee trying to spin the story in her favor.

But Ladybug wouldn't have any of Chloe's lies. "You're the one who paralyzed the metro driver, aren't you? You used your power to create this situation just to make yourself look good!" stated Ladybug.

"Who cares? We saved them, didn't we?" replied Queen Bee dismissively.

Just then the reporter at the scene spoke up "Queen Bee, or rather, Chloé Bourgeois, we're on the air with your mother, Audrey Bourgeois. Audrey, do you have anything to say, live, on TV?" she asked holding up a tablet with Chloe's mom on FaceTime.

"What? Regarding my daughter's ineptitude? I think it speaks for itself, doesn't it?" insulted Ms Bourgeois.

"Chloé. Give me back your Miraculous." demanded Ladybug

It didn't take a genius for Grey Matter or Lucky Girl to realize that the situation was escalating in a very negative way but before either could act Queen Bee spoke up.

"Finders keepers, losers weepers!" rebutted Queen Bee.

Cat Noir gasped then asked Ladybug "Did you… lose a Miraculous?"

Ladybug looked embarrassed for a moment in front of the camera but quickly took Cat Noir away from camera and began whispering to him.

Lucky Girl was going to try to get in on the whispering behind the cameras but Grey Matter stopped her. "Don't let her get away!" he exclaimed catching Lucky Girl's attention as well as Ladybug and Cat Noir's. The heroes looked over to the exit to see Queen Bee trying to sneak away up the stairs but when she realized she was caught she began to sprint.

"Oh no you don't!" said Lucky Girl Placing a magic barrier blocking off the stairs. Queen Bee however didn't stop and tried to use her venom on the barrier but instead just hurt her fist trying to break it. She then repeatedly banged on the blockade and demanded to be let out.

"Um no and I'm pretty sure your power only works once Dweeb." replied Lucky Girl

"Which you already wasted on the metro operator." added Grey Matter still on Lucky Girl's shoulder

Queen Bee still pounded on the barrier trying to escape the real heroes regardless that it was futile.

"Chloe please stop you're only embarrassing yourself." said Cat Noir.

Queen Bee stopped as her transformation fell reverting her back into Chloe Bourgeois as well as Pollen coming out of the miraculous floating but barely and very fatigued.

Ladybug swiped the miraculous off of Chloe's head before she could react. As soon as the miraculous was taken Pollen was dragged back inside of it.

Lucky Girl dropped the mana barrier letting Chloe run off back to her home. This also left behind an awkward silence which was broken by Ladybug.

"Well I need to be going I have other things to do." simply said Ladybug.

"Right well I don't suppose you want to explain to us how Chloe got a miraculous in the first place? asked Grey Matter.

Ladybug quickly looked over her shoulder to see the news camera still filming. She turned her head back and replied "Later when we're not being watched by the entire viewing world please." She then left the metro station.

"Im going to go make sure Chloe's alright. She's probably went back home." said Cat Noir also leaving the metro.

Lucky Girl didn't say anything to the camera despite the pestering of the reporter and left the same way Ladybug and Cat Noir did. Up the stairs. She then leapt onto a mana platform and began climbing them like stairs until she was high above the road and crossed them like stepping stones. Grey Matter also was still riding her shoulder.

* * *

As soon as Chloe got back home she into the elevator and rode directly up to her room. When she entered she slammed the door shut right in front of her butler stopping him from offering her his services.

Chloe stomped over to her closet and opened it to show her Ladybug costume inside. She tore it off of its hook along with the mask and threw it onto her floor and began stomping on it.

However it was clear that she was feeling a mix of sadness and rage based off of the fact that she was stomping on Ladybug's costume furiously but her face held nothing but a sad frown on it.

Chloe didn't notice when a purple butterfly flew in through her open balcony. The akuma fluttered over to her ladybug mask which currently had her foot stomped on top of it. The moment it touched the mask it merged with it turning it the same dark purple as itself. Also the usual purple outline appeared over Chloe's face as she immediately stopped what she was doing to hear what Hawkmoth had to say.

"Queen Wasp, I am Hawk Moth. Ladybug, Cat Noir, Lucky Girl, and that utterly ridiculous alien shapeshifter don't want you as their friend, so you will be their most powerful enemy. Nobody has managed it yet, but you will defeat them, because you are… exceptional. In return you must seize their Miraculous." said Hawkmoth brainwashing Chloe through the newly formed psychic connection.

"You can count on me, Hawk Moth. I'll teach them all to respect me." replied Chloe picking up the purple domino mask and placing it over her eyes as purple energy began to cover her whole body from head to toe morphing her into Queen Wasp.

"Yes excellent. Shame that she doesn't have the bee miraculous on her. Otherwise she would be even more powerful. Still I believe that she is the perfect choice to defeat Ladybug and Cat Noir as well as Lucky Girl and that alien shapeshifter." thought Hawkmoth to himself as he launched his latest attempt to secure Ladybug and Cat Noir's miraculous.

* * *

Cat Noir landed on Chloe's balcony and entered her bedroom via the balcony. "Queen Bee?" he called out looking for Chloe but her bedroom was empty and the only thing in it was a discarded Ladybug costume torn to shreds on the floor. Cat Noir examined it.

"Who did this? Was it Chloe?" wondered Cat Noir also noticing that the mask was missing from the remains of the costume.

He took the elevator down to the lobby to find it filled with people all paralyzed with black yellow ringed sting marks on various places on their body. The people included Chloe's parents.

"What's that, an insect bite?" said Cat Noir wondering out loud however he didn't expect to get a response.

"Doubt it. But it does look like what happened to the metro driver happened to all of these people." said the voice. It was clearly female and Cat Noir recognized it. He angled his head to the left to look behind Chloe's mom to see Lucky Girl standing by another paralyzed person by the lobby exit.

"Lucky Girl? What are you doing here?" asked Cat Noir.

"Well my co-err Grey Matter didn't want to go with you to check on Chloe but I did so I dropped him off then came here only to find everyone in the lobby like this and then you show up." explained Lucky Girl.

Suddenly the two heard Chloe shouting "Your reign is over, Ladybug and Cat Noir! I don't even care if you don't give me your Miraculous; I'll just paralyze you and, hey wait you're not Ladybug! Where is she!" demanded Queen Bee but something was wrong with her. The colors on her outfit were inverted from yellow with black lines on her torso and upper legs to black with yellow lines on the same places. Her eyes were also now purple instead of blue and her hair was now Black with yellow highlights instead of blond with black highlights.

Cat Noir grew a cocky grin and placed his staff on his shoulders. "Now that would be telling. But I'm sure she'll be here any minute now to de-akumatize you Chloe" said Cat Noir clearly not threatened.

"The name is Queen Wasp and I will take your miraculous and whatever the pink one has. Ugh pink hair is so unstylish." complained Queen Wasp.

"Hey what would you know of fashion! No one dye their hair black and then adds yellow into it!" rebuttaled Lucky Girl.

Queen Wasp growled then raised her hand and shouted "Venom!" causing a black with yellow stripe patterned wasp stinger to appear over her hand. "Now you two will look much better as statues just like everyone else!" retaliated Queen Wasp. She then leapt at the two heroes but Lucky Girl was faster and placed up a mana barrier.

Queen Wasp hit the barrier and bounced off of it. She then quickly began striking it placing cracks into it.

"Can't keep this up!" said Lucky Girl as more cracks appeared on her barrier with each strike.

"Not a problem I'm calling backup." said Cat Noir pulling out the phone option on his staff and speed dialing Ladybug only to find that she isn't picking up.

"What oh come on I know she was active just five minutes ago! What could she be doing!" asked Cat Noir rhetorically right before the barrier shattered knocking Lucky Girl off balance.

* * *

_Master Fu's Place_

"Here you are master. I'm sorry I lost it." said Marinette handing the bee miraculous back to Master Fu and Wayzz.

"Thank you Marinette. You did the right thing taking the miraculous back from that Chloe Bourgeois. Now would you like some tea?" replied the Master offering up his tea pot.

"I wish I could but I have to get home before my parents begin wondering where I am." replied Marinette politely declining his offer.

"Tikki Spots on!" said Marinette as she morphed back into Ladybug only to get a message on her communicator before she left. She pulled it open to see a message from Cat Noir on it. She played it.

"M'Lady I don't know where you are right now but I could really use your help right now to take down Chloe! She's been akumatized again agh!" said Cat Noir ducking under on of her venom strikes then parrying her attacks and kicking her away before concluding the message with "Please get to her home quickly."

"Gah I need to go now!" exclaimed Ladybug rushing out of Master Fu's place.

"hmm it appears that taking away the bee miraculous from that Chloe girl has created unintended consequences." said Master Fu to Wayzz.

"Indeed it has master. We will have to keep an eye on this situation." replied Wayzz.

"Yes and we will need to learn more of the alien's and Lucky Girl's miraculous whatever those may be if they even have miraculous." added Master Fu taking a sip of his tea.

* * *

_Back at the Grand Palais_

Cat Noir rolled out of the way of Queen Wasp's venom jab and she struck the check in table instead. "Argh hold still!" growled Queen Wasp. She rushed up towards Cat Noir who was in a defensive position when suddenly she was grabbed and flung across the room by Lucky Girl who grabbed her with mana. Queen Wasp landed by the elevator entrance.

"You can't keep avoiding me forever. Sooner or later one of you two will make a false move and when you do!" threatened Queen Wasp gesturing towards her still glowing venom power on her right hand.

"We don't need to stop you just need to find out where your akuma is and break it." replied Cat Noir still in his defensive stance.

Queen Wasp charged at him and Cat Noir charged as well beginning a clash between the two. Venom hitting staff along with several tries to leg-sweep and jab at the other enough just to score a hit.

Cat Noir was able to get some hits in but had to remain on the defensive, since if he was hit by Queen Wasp's venom then it was likely game over for him. This gave Queen Wasp the advantage as you cannot win a battle with defense but you can with offense which is what she was focusing on.

Meanwhile Lucky Girl was trying to call Ben to get him over to the hotel but he wasn't picking up his phone. "What is he doing?" thought Lucky Girl after leaving him a message.

* * *

_The Rustbucket_

Grandpa Max was taking a nap in the back whilst Ben was sitting in the booth at the table playing one of his many sumo slammer games hoping to get a new high score.

Ben didn't notice his phone ringing at all since it had fallen out of his pocket when he sat down and landed on the seat next to him so he couldn't feel it vibrating. He also couldn't hear it because he had headphones n to improve the games sound quality and not to wake up Grandpa Max from his nap.

After the third call attempt and third message left Lucky Girl gave up and hoped Ben would get her messages soon.

* * *

_Paris Streets. In front of the Grand Palais_

Queen Wasp had forced their fight out into the streets in front of the Grand Palais but rather than let their fight disrupt traffic and risk civilians Lucky Girl and Cat Noir took to the rooftops

As the two landed on the rooftops the saw Ladybug land beside them. "Am I too late to join the party." said Ladybug.

"The more the merrier M'Lady." replied Cat Noir.

"Any ideas where her akuma is?" asked Ladybug as Queen Wasp leapt up to their level.

"Can't be in her hair she doesn't have the bee miraculous so what else does she have on her other than her costume." said Lucky Girl.

Before the three heroes could continue Queen Wasp interrupted them. "Finally you showed up Ladybug. I was getting bored of fighting your sidekicks."

"Hey I'm not her sidekick!" shouted both Cat Noir and Lucky Girl.

"Whatever" replied Queen Wasp not caring. She then continued "Hand over both of your miraculous and I wont paralyze you three for all eternity. Hahahahaha!" cackled Queen Wasp in the stereotypical evil laugh.

"Man you're daft. I've said it before and I'll say it again I don't have a miraculous." said Lucky Girl.

"Don't lie to me! All superheroes have a miraculous!" growled Queen Wasp.

"Yeah well guess that just means I'm better than you if you need to have some magic object to give you powers." taunted Lucky Girl sticking her tongue out.

"Um hey that insult applies mmm-" Ladybug interrupted Cat Noir by putting her hand over his mouth as Lucky Girl and Queen Wasp began their shouting match and trading insults.

"Cat Noir she's just distracting Queen Wasp so we can search for the akuma." said Ladybug before letting go of Cat Noir's mouth. He looked over to their verbal argument which quickly turned violent but the two weren't using their powers. "Now I get it." said Cat Noir as the two heroes began studying Queen Wasp.

Apparently Lucky Girl taunted that she could beat Queen Wasp without her powers and she still wouldn't stand a chance. So Queen Wasp being the complete arrogant fool she is bragged how she didn't need her powers to win and began one on one physically fighting Lucky Girl who was kicking Queen Wasp's butt easily.

Lucky Girl ducked under Queen Wasp's kick ,grabbed her leg, then flipped her onto her back proving her fighting superiority. Queen Wasp being a villain of course didn't play by rules. "Venom!" she shouted before upwards jabbing at Lucky Girl who narrowly avoided the jab.

"Hey I thought no powers." said Lucky Girl. Cat Noir was about to intervene then but Lucky Girl spoke up before he could "I got this." she said to him right before Queen Bee answered her previous question.

"That was before you claimed the advantage. Something I will not let you take from me." replied Queen Wasp with malice.

"Well than I'm not going to let an utterly ridiculous brat like you keep it." said Lucky Girl imitating Chloe's usual insult to others.

"How dare you! That's my line!" growled Queen Wasp with more malice and hatred in her voice as she jabbed at Lucky Girl again. She quickly stepped backwards to dodge the jab just narrowly avoiding the wasp sting from Queen Wasp's fist.

Lucky Girl retaliated by tossing mana discs in her face catching her off guard. "Gah!" exclaimed Queen Wasp as she fell backwards onto her butt. When she got back up she noticed her mask was a little loose and grew a bit panicked but quickly readjusted it back on and hid her former fear.

"Checkmate!" thought Lucky Girl catching on to her brief panic. She was about to aim for Queen Wasp's face again when suddenly Queen Wasp began to get covered in slime from above. She looked up to see Stinkfly firing slime globs at Queen Wasp from his eye stalks trapping her in a pool of slime.

When he was done all that was left of Queen Wasp not in slime was her head.

"Ugh this is disgusting! Release me!" demanded Queen Wasp whilst struggling.

Stinkfly landed on the roof and said in his nasally voice "Yeah no."

"But you'll have to my akuma is underneath this disgusting substance and you need it to undo my akumatization and save everyone I petrified." gloated Queen Wasp.

"Well that complicated things." said Cat Noir as he and Ladybug walked up to the other two heroes.

"No it doesn't she's lying. the akuma is in her mask." replied Lucky Girl gaining a look of fear from Queen Wasp and she started struggling harder.

"How do you know?" asked Ladybug.

"Simple. I knocked her mask loose in our fight and she panicked when it nearly came off. She revealed her own Achilles heel." explained Lucky Girl before snatching the domino mask off of Queen Wasp's face. The moment after she snatched it Queen Wasp reverted back into Chloe but with a purple shadow over her face.

"Noooo! Release me! Release me at once you utterly ridiculous fools so that I can paralyze you all!" complained Chloe.

"Do you really think we're that stupid." rhetorically asked Stinkfly as Lucky Girl tossed the mask to Ladybug she then used her lucky charm "Lucky Charm!" shouted Ladybug what fell into her hands was a padlock. The padlock is red with black polka dots.

"Huh a padlock? What could this mean?" wondered Ladybug. She turned it over and noticed an engraving on it. It simply read "11". Ladybug then acted quickly ripping the mask and using her miraculous cure.

_cue de-akumatization scene._

The miraculous Ladybugs cleaned up Stinkfly's slime, undid all the paralysis caused by Queen Wasp and reverted Queen Wasp back to being Chloe (Or rather just her mind since when the mask came off her body reverted to being Chloe again.)

"Great work team." said Stinkfly offering his hand up as a high five but the other heroes were repulsed by his smell. "Oh right my smell never mind." added Stinkfly.

"Where were you I called you three times and no answer!" complained Lucky Girl pinching her nose shut.

"I had my headphones on an my phone fell out of my pocket. I didn't hear your calls." explained Stinkfly as if it wasn't a big deal.

"When we get back you and I are having a serious talk about paying attention!" stated Lucky Girl angrily as she rode a mana platform off of the rooftops like a surfboard and back to the rustbucket. Stinkfly followed leaving Ladybug and Cat Noir behind with an awkward silence.

Cat Noir broke it "Well... pound it?" as he offeredup his fist for a fist bump.

"sure kitty." said Ladybug putting out her fist and fist bumping back.

* * *

"So uh Ben, if I moved to New York would we be close to each other?" asked Marinette over the phone. She was calling Ben from her bedroom asking about America. She was originally going to decline Ms Bourgeois's offer to move to New York but the thought of living near Ben after he left for the summer was a possible motivator for her to do so.

"Not really. Me and Gwen live more out west. Not in the New England area so we would probably be able to visit from time to time but probably mostly during the summers." replied Ben from the other end.

Marinette visibly saddened at that but Ben couldn't see her face through the phone. Marinette was hoping to ask for a part time internship with Chloe's mom so she could visit Ben in New York at least and split her time between Paris and America but if she couldn't see Ben very often then it seemed kinda pointless to her to leave her family behind just to go to New York.

"Oh well I think I know the decision I'm going to make now." decided Marinette. Hanging the phone up and leaving Ben wondering what her decision would be.

Marinette decided to proceed with making a reconciliation with Chloe and her mother instead of taking the internship in America.

* * *

_The Agreste Secret Basement/Tomb/Memorial or whatever the name of the place is where Gabriel is keeping his wife._

Gabriel Agreste is seen standing over his wife's coffin speaking to her body however it is unclear whether she is in a coma or dead.

"Ladybug, Cat Noir, Lucky Girl and that alien made a mistake today… and there will be others. Then, we'll finally be together once again… my love." spoke Gabriel before heading back to his office through his secret elevator.

As Gabriel comes out of the floor on his secret elevator in the floor. Nathalie is waiting for him.

"You said you were going to stop." states Nathalie clearly having expected him to give up being Hawkmoth.

"I can't give up, Nathalie. I miss her too much." replied Gabriel staring at the portrait of his wife on his wall.

"I understand… sir." concluded Nathalie before walking off.

Gabriel continued to stare at the portrait of his wife unable to take his mind off of recent events. "How am I supposed to beat them. They are always able to perfectly adapt to the situation no matter how difficult for them I make it." thought Gabriel

"Perhaps I need some help. But from who?" further thought Gabriel before returning to his work.

* * *

_Dupain-Cheng Home. Second Floor_

Ben, Marinette, Alya and Gwen are playing a video game whilst Marinette's parents are making dinner or a snack in the kitchen.

Marinette's father walked over and asked Marinette about her decision of moving to New York "Are you sure that you won't regret this, Marinette?" he asked while stirring some batter.

"I'm sure, Dad. Paris is my city. Our city. Besides, everyone I love is here." answered Marinette.

"Yeah… and one guy in particular." half whispered Alya gesturing towards Ben who was too engrossed in the game to hear her.

Marinette blushes and laughs before adding. "And my best friends" She then hugs Alya and Gwen whilst looking up at Tikki over Alya's shoulder she winks. Tikki winks back from upstairs in Marinette's bedroom.

Right as she got back into the game Ben speaks up but is still focused on the game. "I'm surprised you didn't go. Since that basically would have set up your financial future and set you on the road to getting your dream job."

"Do you really think I should have gone Ben?" asked Marinette. Ben paused the game then turned to face Marinette.

"Nah I much prefer being able to hang out with you Marinette. You're fun to be around and I think your talents are best spent working on them at your own pace." said Ben before returning to the game. The moment his head turned back to the game Marinette blushed a deep crimson but it also gave her hope. Hope that her feelings for him may just be reciprocated.

* * *

**I know some fans out there may be like How do you know Ben lives out west. Short version I don't it's just an educated guess based off where they have visited in the show. I also do know that they don't live in New York since the visited it in one episode and Gwen's college in Omniverse was once referred to as "Out east" so that's probably on the east coast meaning Ben and Rook had to travel from out west to get there. Based off the hint I gave I think you all know what's coming next chapter. Anyways Thanks for reading and onto the next chapter...**


	28. Chapter 28

At Francois Dupont High School the students were assigned to do presentations on important figures in French history. It was Chloe's turn to present and she did so by creating a video all about herself.

Chloe's video opened with herself in a Queen Bee costume on the roof of her father's hotel sitting at a porch table. There was also a yellow/black carboard caption bar reading "Chloe TV" on it.

The video began with Queen Bee saying "Welcome to my secret lair. I may be a superhero, but I'm always happy to share my thrilling life with all my fans. Like today, my dear friend Ladybug showed up to ask me for advice.". The scene of the video then shifted to show Chloe but this time on the opposite end of the table and in her Ladybug costume.

"I admire Queen Bee so much. She showed me what being a superhero is all about and always fixes the messes Cat Noir and I get ourselves into." lied Chloe whilst poorly pretending to be Ladybug. So bad a performance she didn't even wear a wig or dye her hair to look more like Ladybug's black pigtails. Also at this point in the video it was so obviously edited that even the stupidest species in the universe would be able to tell.

The camera shifted back to Queen Bee "Oh, please. You would do the same for me." she spoke before The camera went back to Chloe dressed as Ladybug "Come on! Like you would ever cause a mess." said Chloe-bug

The camera went back to Queen Bee gloating of her perfection "You're right." replied Queen Bee as she and the other Chloe laughed at her own joke.

Ivan then interrupted the video by shouting "That's not Ladybug, that's you, Chloé!" this caused the entire class to laugh.

Chloe then paused the video and defended herself "Of course that's the real Ladybug!" she shouted which earned a facepalm from Marinette.

"But Chloé, could you tell me why you chose to do an assignment about yourself? Uh— I mean: about Queen Bee?" asked Ms Bustier.

Chloe per Ms Bustier's request explained in an expression of all her narcissism and brattiness. "Well, our assignment was to choose an important person in French history and I actually saved France. Even Ladybug says so… " replied Chloe before she clicked on the remote control to resume the video to further prove her point.

Back in the video on the screen the fake Ladybug said "Queen Bee really makes us stronger she truly is Miraculous." and the actual Chloe in real life spoke with her recorded self.

Alya then spoke up and Chloe paused the video again, "it's so obvious that's you dressed up as Ladybug. You didn't even bother to match her hair color." pointed out Alya

Chloe then had to quickly make up an excuse which once again even the stupidest species in the universe could figure out "Uh… she… just… dyed her hair blonde to look like me."

That lie caused the entire class to burst out laughing again and earning the rage of Chloe "Ugh, you're all a bunch of losers! Except you, Adrikins. None of you deserve to see the rest of my documentary." complained Chloe looking at Adrien when she mentioned him and returning to her seat.

Marinette then sarcastically said louder than intended "Oh, what a shame." However she hadn't realized what she had said until after she said it and looks shocked. That sarcastic comment caused the class to laugh even harder and Marinette to cover her mouth with her hands in embarrassment.

Chloe was shocked by the amount of laughter especially when she turned around and saw that Sabrina was laughing just as hard as everyone else; when Sabrina realizes Chloé is looking, she stops immediately but it didn't save her from Chloe's cruelty "I saw you laughing with the other idiots; you're fired!" yelled Chloe causing Sabrina to cry.

"How could you not laugh, Sabrina? The whole superhero sitch has totally gone to her head." said Alya standing up to Chloe.

She connected her phone to the classroom projector and played the moment Ladybug busted Queen Bee in the metro for paralyzing the metro driver on the pull down screen.

"She wasn't the hero; it was Cat Noir, Ladybug and the other two!" added Alya

"She had superpowers for like five minutes and went totally outta control!" said Alix

Marinette butted into the conversation. "We might not deserve to see your documentary, but you don't deserve to be called a superhero!" and she used air quotes when she spoke.

"I would only want to watch more just to see Chloe make a bigger fool of herself." added Ben earning some more laughs from the class.

"What?! You will pay for your insulting remarks, Dupain-Cheng and whatever your name is! threatened Chloe slamming her fist on her desk.

Miss Bustier then intervened to try to prevent one of Chloe's tantrums "Calm down now, students!" urged Ms Bustier.

Chloe disregards her teacher and gets up from her desk "This is ridiculous." declared Chloe stomping towards the exit "Chloé, class isn't over." said Ms Bustier

Chloe ignored her and made one last petty insult "You're all ridiculous. Utterly riii-diculous." Chloe opened the door only to run into someone. "Out of my way loser!" commanded Chloe shoving him and then stomping past him.

"Ugh— seriously? She'll never change." said Marinette.

"Excuse me is this room 105?" asked the person Chloe shoved. He also entered the classroom catching the attention of everyone. Particularly Ben and Gwen. The person was a boy with shoulder-length black hair, pale skin, and dark brown eyes. He's wearing a tight black T-shirt over a grey long sleeve shirt, brown cargo pants, black knee-length shoes, and a padlock necklace marked with an 11. It was Kevin Levin.

Ben was about to react when Gwen grabbed his arm signaling him to wait.

"No all the one hundred room numbers are on the first floor young man." replied Miss Bustier not knowing who Kevin was.

"Thanks sorry to be a bother." apologized Kevin although knowing him it was clearly fake. Before he left though he turned to face the class and immediately pinpointed Ben in the back. Marinette was now able to get a good look at him and noticed his 11 padlock necklace. She knew he had to mean something but what she didn't know.

"Aw hey Ben. Long time no see. Let's catch up sometime, say how about after school today in the park thats not far from here. You know where that is right?" asked Kevin with a glare in his eyes. The glare was subtle and it was like daring Ben to make a move and expose his own secret identity.

"Yeah. I'll see you there." Ben replied with venom in his voice. Marinette picked up on it as did the rest of the class but she in particular was curious about it.

"Good." simply finished Kevin who then took his leave.

Miss Bustier then resumed the class by moving on to the next presentation. However Ben couldn't focus. All he could think of right now is Kevin 11.

* * *

For the next several classes Ben couldn't pay any attention. Gwen tried to get him to focus but realized it was futile to try since Ben was always either lost in thought or looking around the room in search of Kevin as if he would just ambush him in the middle of class.

This behavior continued on into lunch and it was then that Gwen had had enough of it. So she sat herself down at Ben's lunch table in the cafeteria and confronted him on it. No one else was at the table since Ben's constant paranoid behavior was creeping them out.

"Will you give it a rest already Doofus. Kevin's not going to jump out from underneath a table just to scare you." complained Gwen.

"I know that Gwen. Maybe I am acting a bit paranoid but come on it's Kevin! Imagine if he steals my powers again! He'll be way stronger!" replied Ben.

"Ugh he said he wanted to meet you in the park after school right? So that's when he will probably ambush you if he does." explained Gwen.

Ben took a deep breath and breathed out. "You're right Gwen he probably wo-" Ben was cut off by the sound of a helicopter flying over the building. Everyone in the cafeteria began rushing outside to see what was going on.

"Ok I expected a lot of ways for Kevin to call me out but not from a helicopter." spoke Ben whilst looking for places to hide and transform.

Gwen rolled her eyes at Ben's behavior and pulled him outside to see what was really going on.

The helicopter was hovering over the courtyard with its left door open and Chloe standing half in half out of it. She was also holding a megaphone and had her seatbelt stretched around her waist so she wouldn't fall out.

"Hey there, losers! I'm headed to New York with my mom. I'm leaving you all behind in your pathetic little school and your pathetic little city. Adieu!" shouted Chloe through the megaphone and tossing flyers. The flyers contained a photo showing Chloé in front of the Statue of Liberty.

She and her mother's helicopter left after she finished tossing all of the flyers over the courtyard.

It took a moment for the reality of the situation to set in but eventually Nino spoke. "Chloé's leaving?"

"Forever?" added another student. Both sounded somewhat unsure.

"Looks like it." "Yeah." said Marinette and Alya

"After another moment everyone in the courtyard jumps in the air out of happiness (minus Ben); confetti was tossed and fireworks launched from who knows where. Everyone (still minus Ben), including Mr. Damocles the principal, dances and parties.

That is until Adrien walked in. Curious about what was going on he asked Marinette "Hey, what's going on here? What are we celebrating?"

"Chloe's gone! She's moving to New York!" exclaimed Marinette in joy

"Chloé left…? For good?" further asked Adrien.

Marinette replied still excited, not realizing that Adrien is not sharing everyone else's enthusiasm. "Yeah! Isn't it great?"

"Uh… no. I think it's terrible! How can you celebrate a thing like that?" questioned Adrien now bummed

Marinette frowns then speaks "But, Chloé's a total brat to everyone. She was useless anyway."

"Nobody's useless, not even Chloé. When I was little and wasn't allowed out, she was the only friend I had." said Adrien

"Ow— well, uh… shoot." was all Marinette could say about that not sure what else to say before Adrien continued "She left angry and unhappy. I can't celebrate that."

Adrien then walks off sadly and Marinette contemplates going after him, but decides against it and continues to party with everyone else.

As Adrien walked off to go moap in a corner he noticed one student wasn't partying. Ben was looking panicky and trying to get out of the way of partiers to get a better look at something from the railing. Adrien decided to go to him since he was the only one not enjoying Chloe's departure.

"Hey Ben." greeted Adrien. Ben flinched and turned around only to see Adrien and visibly relaxed.

"Oh hey Adrien." replied Ben

"How come you're not celebrating with everyone else?" asked Adrien leaning on the railing and looking down on the party.

"Can't focus on the party. I've... got a problem coming up and keep expecting it to show." explained Ben vaguely.

"Does it have to do with that kid that came into class earlier today? You seemed to really dislike him." asked Adrien.

"Yeah it does. I'm worried about what's going to happen when I have to face him." said Ben copying Adrien's lean on the railing.

"You're going to fight him?!" asked Adrien surprised. To him Ben never seemed to be a violent type of person.

"Probably. Me and him we were friends once but I ended our friendship when I realized who he really was." explained Ben.

"So why not try to repair your former friendship?" asked Adrien.

"A few reasons that I'd rather not say." replied Ben.

"Well I think that when you meet him today you should try to do that instead of fighting him." advised Adrien.

"If he tells me he's trying to turn over a new leaf and be a better person I'll be sure to try to help him down that path then." said Ben.

Adrien smiled at that as the two teens continued to watch everyone celebrate Chloe's leave to New York.

That was until The Bourgeois helicopter returned. But it wasn't Chloe in it. It was her father or as he was now known as Malediktator. The helicopter hovered over the courtyard like before.

Malediktator then began creating a growing giant orb of yellow energy, standing on the side of the helicopter. "By the powers vested in me…" He began as The whole school turns and looks at Malediktator, "…I declare this school a demolition site!" He yelled sending the big bubble down towards the group of previously dancing people.

The bubble dissipated upon impact scaring away the people on the rim of the explosion but the people on the inside froze for a moment as if a switch was just flicked in their brains. The principal Mr. Damocles spoke "Come on, students, let's wreck this place." following Maledicktator's order.

The Students of the school start throwing things around, kicking doors out of their hinges, throwing furniture down from the second floor and other destructive acts. The only students exempt from this were those on the rim of the yellow orb explosion like Marinette and those away from it like Adrien and Ben who were above the dispersion radius.

"I need to leave my father won't want me to be here. It's too dangerous!" quickly spoke Adrien excusing himself as he fled to the boys bathroom to hide and transform. Ben was happy at that but when he looked back down to the courtyard he saw Malediktator get off of the now landed copter and Gwen was amoungst those trashing the school.

"Great now I have to save her again." groaned Ben slipping into an empty classroom to transform.

* * *

"Right! Now, where is that girl, Marinette Dupain-Cheng? I've got a special declaration just for her." said Malediktator looking around the courtyard. He continued looking and speaking to himself about Marinette. "Where is that Marinette?"

_"_Hey, you! Do you have a demolition permit for this school?" shouted Cat Noir to draw Malediktator's attention. He was standing atop the helicopter's rotors.

"I don't need a permit. I am Malediktator, the all-powerful supermayor of Paris, and this is my city." declared Malediktator

Just then Ladybug swoops in "Paris is our city! It belongs to everyone." stated Ladybug

The two heroes get into battle stances and then engage Malediktator in battle, Ladybug landed right in front of Malediktator with her yo-yo at the ready. He punches but she dodges. Cat Noir hits him on the head with his staff, Malediktator tries to counter, but is too slow. Cat Noir dodges his punch and Ladybug wraps her yo-yo around his wrist.

Then Cat Noir attacks, but his jabs and strikes get parried or blocked by Malediktator's fist and wrist (the one not trapped by Ladybug) Malediktator eventually grabs Cat Noir's staff and throws him away, though Cat Noir lands skillfully on his hands and feet.

Malediktator then grabs a wooden bench to try and smash Ladybug, who dodges but at the cost of having to release her hold on Malediktator's wrist. She ends up standing next to Cat Noir after getting away from the broken bench.

Malediktator's next move was to tap into his akuma power. "By the power vested in me, I declare that your Miraculous are my prop-" He was cut off by a blast of fire to his back. It didn't knock him down nor burn through his clothes but it did disrupt his declaration. Malediktator turned to look behind him.

Standing there tossing a fireball in the palm of his hand like a baseball was Heatblast. "You know if you're going to be a supervillain at least look cool doing it." said Heatblast smugly.

"I so do look as you young people put it 'cool'! By the power vested in me I declare you extinguished!" declared Malediktator forming and tossing a yellow orb at Heatblast. Heatblast narrowly ducked it and it hit the wall.

Heatblast slammed his fists into the pavement melting it. The heat travelled to where Malediktator is standing and the ground melted around him trapping his feet.

"By the power vested in me I command you to release me!" ordered Malediktator forming two more yellow energy control orbs and tossing them at the heroes. Ladybug and Cat Noir both dodged one and Heatblast blasted the other with a fireball incinerating it.

Ladybug and Cat Noir flee to the roof. Heatblast followed them up there leaving Malediktator to try and free himself.

"It's time we impeach him and declare him powerless!" joked Cat Noir but speaking seriously

"The akuma has to be in his sash." added Ladybug before activating her Lucky Charm and getting a tranq gun loaded with elephant strength tranquilizer.

"Well that Lucky Charm is obvious. Tranq him." said Cat Noir.

"No that's too obvious it can't be that simple." replied Ladybug.

"While you figure that out, I'll take care of Malediktator." concluded Cat Noir before leaping away.

"Cat Noir wait!" yelled Ladybug. She was too late and Cat Noir was right above Malediktator when he fired one of his control orbs at him and struck him.

"By the power invested in me I declare that you are a cat!" declares Malediktator.

Cat Noir's attitude instantly changes. He starts acting like a cat just as Malediktator instructed. He meowed and chased a roll of toilet paper.

"Oh no!" said Ladybug still on the roof with Heatblast.

"Oh, what a cutie pie! Kitty kitty." cooed Audrey Bourgeois from the helicopter also under Malediktator's influence.

Cat Noir went over to her as she got off. Malediktator then tried to take his miraculous but he hissed and clawed at him.

"Enough waiting! If we don't act he'll take Cat Noir's miraculous!" said Heatblast leaping off of the roof and back into the courtyard. He landed right in front of the entrance/exit stairs of the school. Ladybug stayed behind to look for ways to use her Lucky Charm. She also removed the ammo container from the gun and strapped it to her waist using her yoyo as a belt of sorts and the tranq around her shoulder since it came with a strap.

Malediktator was about to try again to steal Cat Noir's miraculous but Heatblast struck him on the back again with a fireball. He angrily turned to face Heatblast before angrily stating "I am finding you to be more and more annoying you pyrobrat Leave me be!"

"Yeah well we're not done yet! pffftt" Heatblast blew a raspberry at Malediktator to taunt him. Given the nature that akumas are always angry or sad, they're easy to taunt. So of course it worked and he gained Malediktator's full attention.

Malediktator began to form another control orb on the tip of his fingers. "By the power vested in me, I declare that you will surrender!" yelled Malediktator releasing the orb at Heatblast.

Heatblast fake yawned and flicked a small fireball at the orb burning it to a crisp midair. "Is that the best you got!" further antagonized Heatblast sticking his tongue out. Malediktator growled and then charged at Heatblast.

That was exactly what Heatblast wanted him to do. He knew getting Malediktator angry would lead to him getting more and more reckless and impulsive. So he stuck his leg out at the last second and tripped Malediktator. He fell onto his belly but as he got up Heatblast kicked him in the back further pushing him. This time he fell down the stairs and out onto the sidewalk in front of the school.

This time Malediktator turned around before getting back up but what he saw when he got back up made him wish he had stayed down. Heatblast was forming a highly condensed fire ball within his hands above his head and was ready to toss it at Malediktator.

All Malediktator had enough time to do before being blasted with it was to say "Oh poop". After Heatblast tossed it it landed right before Malediktator and exploded, blasting him away from the school and into the air. He landed in the park which wasn't very far from the school.

Heatblast and Ladybug followed. When the two heroes arrived at the park they found Malediktator getting out of a crater formed from his collision with the earth. He was barely standing and clearly battered and exhausted.

"You...you think you've won...I'm just getting started... By the power vested...in me I declare-"Malediktator's last attempt to attack was cut off when he felt his energy being drained from behind him. He collapsed reverting back into the Mayor. When he fell Kevin could be seen standing behind where he once stood with his hand where up because it was touching Malediktator's back in order to drain his energy.

"Thanks for the pick me up." sinisterly said Kevin as he began to mutate. He glowed purple and black like any akuma but without the psychic connection to Hawkmoth and all the power of Malediktator. Kevin's arms grew more bulky and muscular. His eyes turned blank white and his skin the shade of blue that Malediktator's was. Kevin's hair also turned blue but a darker shade. He still had on the same clothes as before but now they were torn and stretched to fit over his twice as large as previously sized body.

Kevin gave himself a quick lookover before grinning and saying "I'm going to enjoy pounding the two of you into a pulp!"

Heatblast just glared angrily at Kevin and Ladybug shocked at Kevin's sudden transformation.

"What no quip, pun, or catchphrase? I expected more from you Be-" Kevin was cut off as Heatblast began blasting a wave of fire at him. After a moment the blaze stopped and Heatblast readied for Kevin's retaliation. When the smoke cleared Kevin could be seen without so much as a minor burn.

"Is that the best you can do?!" taunted Kevin before activating his stolen power. Kevin pointed his right hand at Ben and issued a command. "I command you to hand over the watch!" As he spoke an orange command orb formed on the tip of his fingers and flew off at Heatblast.

Heatblast threw a fireball at it disintegrating it before slapping the Omnitrix dial and changing into a new alien. In a flash of green light Heatblast turned into Snare Oh. immediately after the flash died down Snare Oh fired off his wraps around Kevin's arms to restrain him from using his power.

Kevin struggled to free himself. "Let go of me!" demanded Kevin before eventually tearing through Snare Oh's wraps and freeing himself. After Kevin freed himself he didn't attack but laughed. "You actually think you can stop me with an alien made of toilet paper and a girl in a bug costume. That's hilarious!"

Ladybug stepped forward with her yoyo and tranq gun at the ready. "I'm more than just an outfit. Hyuw!" replied Ladybug tossing her yoyo at Kevin. Kevin however was faster and grabbed it midair before she could wrap it around him. He pulled on the yoyo pulling Ladybug to him and her face met Kevin's fist as he punched her into the park gate bending the metal on impact.

Ladybug wasn't unconscious but was seriously hurt and could only focus her mind on her aching body. She needed time to regain her strength.

"Leave her out of this Kevin! This is between you and me!" yelled Snare Oh.

"Fine by me." simply replied Kevin. He was about to prepare another orb on the tip of his fingers but Snare Oh attacked first. Snare Oh leapt into the air and stretched his arm at Kevin punching him on the head. He landed in front of him, wrapped his right arm around Kevin's left, pulled it down and swung his leg into Kevin's face hitting him again before yanking him down to his side.

Kevin retaliated by pulling Snare Oh (who was still wrapped around Kevin's left arm) in close and smashing his big fist into his face then slamming him into the ground and pounding him again with his right fist repeatedly. "Just give up Tennyson and I'll spare you the pain of being beaten by me." offered Kevin whilst continuing to smash Snare Oh.

Snare Oh responded by breaking apart into bandages and then reforming behind Kevin and wrapping his arms around his head. He pulled Kevin's head down onto his knee slamming it there. Then Snare Oh tossed Kevin into a tree snapping the trunk.

"You really think you can beat me Levin! You never have so what makes you think you can do so this time!" rhetorically asked Snare Oh stretching his fist to punch Kevin again before he could get up. Kevin grabbed the attack by the arm and swung Snare Oh into the metal park fence .

"oomph!" grunted Snare Oh as he hit the fencing and fell to the ground. His arm also retracted as he got back up and stood to face Kevin.

"Believe it or not Tennyson. I wasn't actually here to fight you. But When I got the chance to even the score. How could I have passed that up." stated Kevin.

"Do you actually expect me to believe that at all?" asked Snare Oh.

"No. but regardless it's true." answered Kevin before forming another control orb on his fingers and firing at Snare Oh saying "I command you to obey me!" The orb fired at Snare Oh.

He leapt over the orb which redirected itself at him and followed. Snare Oh stopped right in front of Kevin for a moment then leapt over him at the last second and Kevin's own control orb struck him. "Gahhh!" cried Kevin falling to the ground after being struck.

"Now I command you to surrender!" ordered Snare Oh. Kevin didn't surrender and just laughed. "Hahahah. The orb already had the command to make you obey me! And I already do as I say so nothing changes." explained Kevin getting back up. He swung a punch at Snare Oh but it was caught midair by Ladybug's yoyo wrapping around it.

Kevin just grinned and used the yoyo to pull Ladybug right up to him and squeezed her whole body in one hand. Snare Oh raised his arms to attack but Ladybug screamed in pain first from being crushed by Kevin's fist "Ahhhhh!"

"Not a move! Or I'll crush her bones!" threatened Kevin causing Snare Oh to lower his arms.

Kevin grinned maliciously. He punched Snare Oh in the gut launching him through the metal park fence this time and onto the sidewalk on the other side of it. Kevin redirected his attention to Ladybug in his grip. "Any last words before I crush you?" he asked as Ladybug continued to struggle.

"Yeah. Next time... don't pull me in close." spoke Ladybug before barely freeing her arm with the elephant tranq dart in hand and jabbing it into Kevin's wrist.

"GAHHH!" exclaimed Kevin as he let her go and felt the world turn black. "What...wha...did you?" stuttered Kevin struggling to stay awake. He fell onto his knees.

"Easy I just gave you an elephant's dose of tranquilizer. You'll be out for awhile." explained Ladybug before Kevin passed out with a groan and reverted back to his normal teenage self.

Ladybug was shocked to say the least. This was the kid that was in the classroom earlier today! Before she could do anything else Snare Oh came back. "I'll take it from here. You just do your curing power and everything will be fine." said Snare Oh picking up Kevin's limp body and putting it over his shoulder.

"What are you going to do with him?" asked Ladybug

"Send him back to prison. What else would I do with him?" rhetorically asked Snare Oh. He was about to walk off but Ladybug grabbed his hand.

"We don't play judge! Not only that but he was an akuma victim! He's innocent." stated Ladybug.

Snare Oh turned to face Ladybug. "Kevin Levin is not an innocent and is too dangerous to be let free! Also he is not an akuma victim. He merely stole the powers of one! The mayor over there is the victim you should be helping." explained Snare Oh.

Ladybug let go of his hand but gave him a serious glare signaling "This discussion isn't over." She then grabbed the crushed tranq gun off her back and used her miraculous cure. When she turned around Snare Oh and Kevin were gone and the mayor waking up.

* * *

Kevin slowly and drowsily opened his eyes to find that he was in the Tennyson's RV. He looked around to see Ben playing a video game at the table, Gwen reading, and Grandpa Max searching through some tech.

When Kevin tried to move and make a run for it he found that he was handcuffed or rather energycuffed to the bottom of the table that Ben was at.

"Ah I got it." said Grandpa Max pulling out a Null Void projector. Kevin recognized it instantly and immediately recoiled at the sight of it.

"You're not going to use that on me again!" shouted Kevin struggling to breaking free of the cuffs. He just couldn't seem to absorb anything to give himself any power.

"Don't bother struggling. Those cuffs are made of energy nothing for you to absorb." stated Grandpa Max pressing a button on a remote control in his hand. The cuff attaching Kevin to the table vanished but then his free hand got pulled towards his still cuffed one. The energy formed another cuff around Kevin's other hand keeping his hands bound together like a pair of ordinary handcuffs.

Grandpa Max marched Kevin outside the Rustbucket. They were in an empty parking garage. Kevin couldn't tell if it was day or night since it was underground. Ben and Gwen followed them out of the Rustbucket. Grandpa Max was about to fire up the projector when Kevin spoke up "Send me back and I'm not telling you squat."

"You don't have anything to tell us that we need to know about." simply replied Grandpa Max firing the Null Void Projector creating a stable portal to the Null Void. He then began to march Kevin towards the portal at gunpoint of a standard issue plumber's weapon.

"Not even about Vilgax?" suggested Kevin catching the Tennysons off guard. Grandpa Max stopped and closed the portal.

"What about Vilgax?" asked Grandpa Max.

"Well I would tell you but you'll have to do something for me first." stated Kevin.

"What do you want Kevin?" asked Ben. His tone emotionless and cutting straight to the point.

"My freedom. You don't send me back to the Null Void and I'll tell you what I know about him." explained Kevin.

"No deal!" shouted back Ben letting his anger seethe through his previously emotionless expression.

Grandpa Max pulled Ben aside and Gwen followed "Hang on a moment Ben. This could be important. We need to think this through first." explained Grandpa Max.

"But we all know he's too dangerous to be let free to do whatever he wants." replied Ben.

"Yeah but if his info is any good it could help us fight off Vilgax if he attacks again." added Gwen.

Ben sighed "Fine if his info is good we'll set him free. If not we send him back to the Null Void anyway." suggested Ben.

The three turned to face Kevin. "Fine now tell us." said Ben clearly not happy.

"Well word on the intergalactic black market tends to spread so I've heard a few things. Some say Vilgax is conquering more and more worlds to prepare for taking earth. Others are saying he is training himself to take you on in a one on one battle." explained Kevin.

"That's it! All you have to tell us are rumors!" angrily spoke Ben.

"I wasn't finished yet Tennyson." barked back Kevin.

"So as I was saying those are the rumors but there are some things I know for certain. Vilgax will be coming for earth, soon. He'll also definitely be coming here to Paris, as long as Ben is here." added Kevin.

"So all you do know is that Vilgax is coming! Nothing about any weaknesses or something useful?" questioned Ben.

"There is one more thing I was going to say before you interrupted me again!" answered Kevin then resuming his explanation again. "When Vilgax does come. He's not going to just be coming for you and the watch. He's building and army... to take the Earth."

The Tennysons weren't sure how to respond to that. Kevin then concluded his speech "One last thing. When he comes. I want to help you take him down."

"You want to help us? Out of the goodness of your heart? Yeah right like we'd fall for that." scoffed Gwen.

"Not out of the goodness of anything. When you tossed us into the Null Void he and I had the chance to escape. He pushed me away from my escape and escaped himself leaving me to rot in there! I want payback!" growled Kevin.

Ben was about to say absolutely not but Grandpa Max spoke first "Give us a moment to discuss this." He pulled Gwen and Ben aside again and after a minute of deliberation they had their answer.

"Well Kevin we discussed it but if we let you go and let you help us fight Vilgax. There will be some conditions." stated Grandpa Max crossing his arms.

"Name them." replied Kevin.

"One no rampaging, no betraying, no violence!" stated Grandpa Max.

"Done." said Kevin

"Two, Even think of betraying us and it's back to the Null Void." continued Grandpa Max.

"Simple enough." replied Kevin.

"Lastly. No crime whatsoever! If you as much as steal or touch anything you're not supposed to it's-" Grandpa Max was interrupted by Kevin "I know back to the Null Void. I get it. I'm not going to steal anything. I can survive off my business dealings in the blackmarket. How do you think I've been living outside the Null Void?" rhetorically asked Kevin.

"Fine as long as it isn't dangerous for innocents." concluded Grandpa Max.

"Deal." agreed Kevin lifting his arms signaling for his release. Grandpa Max sighed as he dug out the remote from his pocket and pressed the release button. The energy shackles vanished and what little metal part they had fell to the ground.

"See you around Tennyson." farewelled Kevin walking off.

"I don't like this Grandpa. He's going to double cross us." said Ben after Kevin had left and the loaded back into the Rustbucket.

"I don't either Ben. But when it comes to Vilgax, we need to take every precaution to stop him." stated Grandpa Max as he drove the Rustbucket out of the garage.

* * *

**For those of you who may be wondering. No I am not getting rid of Chloe she did not leave to New York. That will be more explained in the next chapter. Anyways this is the last of the 3 chapters and personally my favorite. Also we are nearing the end of this story and soon Vilgax shall come. I intend to release the next chapter at the end of August so expect it then or early September. ****Also I think I may go back and improve upon some old chapters cause i have reread them and noticed a lot of spelling errors I missed so I might do that. ****Thanks for reading please fav, follow, and review I appreciate constructive ****criticism and feedback. **


	29. Chapter 29

**Edited: Changed a mistake where I wrote Adrien instead of Ben.**

* * *

The Rustbucket was on its way back to Paris from Normandy. The Tennysons had tracked SixSix there after Grandpa Max shot him off through the sky during their last encounter.

It was surprisingly easy for them to capture him and send him to the Null Void. SixSix didn't have the technology to repair his jetpack so he was without flight and Ben hijacked his suit as Upgrade and disabled all of his weapons making him mostly harmless.

This of course didn't take long but the family thought since they were there why not visit the D-Day sight and do some sightseeing. So Grandpa Max pulled them out of school for the day to visit the sights.

Apparently they missed fighting an akuma called Reverser who reversed people's personalities. Ben honestly was glad he missed it since he really did not want to find out what his personality looks like being reversed. Fortunately Ladybug and Cat Noir handled it without him and Gwen being there to help so no harm done.

The Tennysons got back to Paris in the evening so school was already over as they entered the parking garage for the Rustbucket. As Grandpa Max pulled his key out of the ignition he checked the time as well. It was 5:49pm and the sun was setting, of course they couldn't see from within the parking garage.

Grandpa Max got up and offered up dinner options. "Who wants to try my famous mealworm stew? Or maybe my cow tongue burgers?" suggested Grandpa Max. Ben and Gwen both shared looks of disgust before Gwen suggested going out to eat. Grandpa Max reluctantly accepted that knowing that his grandkids wouldn't eat what he made them anyways.

So the Tennysons ended up eating out at a local restaurant and by the time they got back to the Rustbucket the Sun was nearly set. So after doing some entertaining things they got in their pajamas and brushed their teeth. Then they went to sleep.

A few hours later Ben woke up to find Grandpa Max shaking him and Gwen awake.

"Grandpa its 11pm. groaned Gwen.

"Yeah Grandpa what's wrong?" asked Ben yawning.

"Just got a ping on the plumber radar. There are several possible alien activities going on around the city." explained Grandpa Max turning on the lights. This stunned Ben and Gwen's eyesight for awhile before their eyes adjusted to find that he was in his plumber's uniform minus the helmet.

Grandpa Max sat down in the driver's seat and started the Rustbucket. He drove out of the parking lot to find Paris in chaos. People were being chased by monsters, animals, garbage bins and other looney objects and out of place creatures.

Ben and Gwen stared out the windows. "Grandpa, what's going on?" asked Gwen.

"I don't know kids. But this doesn't look like aliens. It's too random to be an invasion. It also just looks to be chaos without a goal." replied Grandpa Max.

"This is probably an akuma spreading chaos to grab attention."added Ben

"Yeah let's get a move on and find the akuma before the situation gets worse." said Gwen as they drove by more nightmares.

* * *

_Meanwhile at the Dupain Cheng Bakery_

Marinette was having a pleasant dream about being married to Ben and having a family with a pet cat then a pet hamster. Her dreams were weird. But she was awoken by magic sand falling over her face and a creepy voice.

"Marinette." spoke the voice from the foot of her bed.

Marinette's eyes snapped open as she gasped and sat upright in bed "What? What's going on? Tikki? Are you back already?" asked Marinette nervously.

A hand grabs the end of Marinette's bed; she screams in response.

"Marinette. Do you wanna know my secret?" said the voice it climbed up to bring the upper half of its body in front of Marinette. It was Ben but something wasn't right. There's an ominous green glow eminating from below him and his body was posed strangely.  
Marinette gasps again but this time spoke as well "Ben?!"

"I'm in love with a girl and her name is Chloé!" creepily said Ben tilting his head to the side but still staring directly at Marinette.

Marinette screams again and panics. She traps Ben in her blanket and uses him as a step-up to get up on her balcony; she closes the hatch.

"What kind of a nightmare is this?" mentioned Marinette to herself. She looks down and sees several people running from their nightmares which varied from a T-rex to a ginormous spider. She also saw the source of the nightmares come to life. The Sandboy whom was flying over neighboring apartments spreading more of his nightmare dust and creating more nightmares.

"The Sandboy just checked in! Now nightmares can begin!" chanted the Sandboy.

"Tikki, spots on! Oh, no! I forgot! It's… I've gotta find Tikki!" realized Marinette as she recalled that Tikki is still at Master Fu's trying to commune with Nooroo.

Suddenly Nightmare Ben burst through Marinette's trapdoor saying "Marinette. The prettiest and smartest one of all is Chloé!" He crawled on the ground as he said this like a horror movie monster.

Marinette gained a determined look on her face and leapt onto her balcony's table then leapt onto the stone wall next to it to avoid Nightmare Ben's lunge at her. Lastly she leapt to the trapdoor and escaped back to her bedroom through it. She then runs out of her room and down the stairs where her father is rolling dough and singing only to have his nightmare come to life as well.

The dough he was rolling came to life and spoke about wanting to gobble him up.

This shocked Marinette's dad as he fell onto his butt. "Ahhh! What kind of nightmare is this?" he exclaimed.

Marinette rushed out of her home to the streets to see the chaos going on around the city. Even the police were in disarray as officer Roger tried to get the SWAT team under control but couldn't. The situation was only worsening as the Sandboy continued to spread his nightmare dust throughout the city and onto its residents.

"Marinette. I'm in love with Chloe!" creepily spoke the nightmare Ben as he emerged from the bakery. Marinette ran and the nightmare version of Ben chased after her. She continued to twist and turn around Paris trying to ditch her nightmare crush but to no avail. At the same time Marinette was also trying to reach Master Fu's place so she can get back to Tikki.

After some more attempts to ditch the nightmare of Ben, the Rustbucket pulled over at a crosswalk in front of her. Ben came out of the door and shouted "Get in!". Marinette rushed inside and slammed the door on the nightmare Ben.

The Nightmare Ben clawed at and clung on to the door of the Rustbucket still creepily saying "Marinette...I love a girl and it's Chloeeee!". Grandpa Max slammed on the breaks and the faux Ben flew off and onto the ground unscathed. He then began crawling towards the RV but Grandpa Max stepped on the accelerator taking off and too fast for the nightmare to catch up on foot.

"Phew thanks." sighed Marinette taking a seat at the table in the Rustbucket. Ben sat opposite of her and Gwen was in the shotgun seat.

"Uh Marinette mind explaining why my doppelgänger was chasing you like a creep and shouting about his love for Chloe?" asked Ben.

Marinette blushed and nervously replied "It was uh my nightmare created by the akuma.".

"Why would you be afraid of me loving Chloe?" further questioned Ben. Gwen turned around in the front and mouthed to Marinette "Tell him."

"uhhhhh... because I...I..." stuttered Marinette. There was a long awkward pause and Marinette's face looked like it was getting redder by the second. "IReallyLikeYouALotNotLikeYouLikeYouButLikeLikeYouBen!"hastily blurted out Marinette.

Ben looked puzzled for a moment before he said "Uh can you say that again in words this time cause uh I didn't understand any of that." Gwen face palmed at that statement and silently hoped Marinette would say it again but she never got the chance.

Grandpa Max spoke up. "Marinette is there anywhere safe we can drop you off at?" he asked.

Marinette eager to change the subject responded quickly "uh yeah there's this uh meditation place I sometimes go to to relax. I'll be safe there." she replied. Marinette gave Grandpa Max the address and the Tennysons dropped her off there but not before Ben was able to ask her "Uh what was it you said earlier about the whole nightmare of me liking Chloe thing?"

"Oh uh that uh... I'll tell you later you know after this akuma gets stopped." replied Marinette once again backing away from spilling her feelings from her crush.

"Alright stay safe." farewelled Ben returning to the Rustbucket and closing the door before it took off leaving Marinette at Master Fu's place.

Ben returned to his seat in the Rustbucket.

"So what'd Marinette say?" questioned Gwen

"She said she would tell me later." replied Ben. Gwen was going to ask another question but Grandpa Max spoke first. "Any ideas where we'll find this akuma?"

"Well it's creating nightmares so it would need people in order to bring them to life right?" suggested Gwen.

"Of course. That guy is probably flying around apartment buildings. Good thinking Gwen." replied Grandpa Max as he made a fast u turn and began driving towards the more residential area of the city.

* * *

The Tennysons were driving around and following the trail of nightmares left behind by Sandboy but still hadn't found him.

"Ugh where is that guy?" grumbled Ben as he got up from his seat to stand in between the two seats up front.

"We're playing catch up Ben. So too find we just need to keep following the nightmares." explained Grandpa Max.

"Don't worry Ben we'll find him." reassured Gwen.

"There I see him!" exclaimed Ben suddenly whilst pointing at the Sandboy up in the sky.

Ben activated the Omnitrix. "Stinkfly'll catch him." Ben ran to the exit and slammed the dial transforming in a flash of green light. Ben ended up as Ditto instead of Stinkfly.

"Awww man I need a flier not a cloner." groaned Ben.

"Relax Ben I can get you up high." said Gwen. She stepped up from her seat and transformed into her Lucky Girl appearance.

"I'll keep the Rustbucket going after him you two catch him." said Grandpa Max.

"Got it Grandpa. If everything goes according to plan this'll be easy." replied Ditto

"Since when do you ever have a plan Doofus?" asked Lucky Girl

"Since always. Beat up the bad guys and win. That's always the plan." answered Ditto

"Of course it is." groaned Lucky Girl.

The two opened the door to the Rustbucket whilst it was driving. Lucky Girl created a mana platform beneath them and rode it out of the Rustbucket like a hoverboard with Ditto clinging to her leg for balance.

"Hey would you let go of my leg." complained Lucky Girl.

"I need to hold on or I'll fall." replied Ditto not letting go. As they gained on the Sandboy who was apparently chasing something Lucky Girl got an idea."Hey Ben go knock him off that pillow!" She then picked Ditto up.

"Hey what're you doing!" asked Ditto panicking a bit.

"Just a little game of Ditto Tag." replied Lucky Girl

"Ditto Tag what's that?" asked Ditto

"Simple you tag the bad guy by tackling him off his pillow." explained Lucky Girl.

"Wait that's not a game and I never agre-" Ditto started but was cut off as Lucky Girl tossed him at Sandboy.

'Waaaaahhhhh!" cried Ditto as he soared through the air without any control. Just as Ditto was about to make it onto Sandboy's pillow The Sandboy entered downwards into the metro.

"Oh this is gonna hurt." said Ditto bracing for impact. Ditto hit the stairs and fell down them. "Ow oh eech man this hurts!" exclaimed Ditto as he fell. When he hit the bottom he had landed on his belly.

Ditto slowly got back up, rubbing his head. "Thats gonna hurt come tomorrow." As he got up he brushed some dirt from the stairs off of himself.

"Hey did you get him?" asked Lucky Girl coming down the stairs.

"No! and remind me to never ride with you on that floating whatever you call it again!" complained Ditto

"I'll just make stairs next time." replied Lucky Girl.

"You do that." approved Ditto. Just then a subway train stopped at the station and people got off giving the heroes weird looks but otherwise ignoring them or brushing them off as cosplayers.

"Huh I would think they'd rect to us like they would Ladybug and Cat Noir?" said Ditto turning to face the passengers leaving up the stairs.

"Yeah me too. I guess we're not as popular though." replied Lucky Girl.

The doors on the metro train closed and a moment later the train zoomed off to its next destination.

"Now where is that akuma?" Ditto wondered. Of course saying that is a jinx and the Sandboy appeared behind him above the railroad track.

"Uh B-errr Ditto behind you." stated Lucky Girl.

Ditto's frills flopped downwards and he said "He's right behind me isn't he."

"Yup" confirmed Lucky Girl. Ditto turned to face the Sandboy behind him.

"The Sandboy just checked in! Now nightmares can begin!" chanted the Sandboy. He fired some of his nightmare dust at Ditto who split himself into two and each Ditto clone leapt to the other side.

"Hey watch where you shoot that uhh is your weapon a pillow?" said Ditto confused.

"So what. It gets the job done." replied the Sandboy firing at the Ditto that spoke. That Ditto leapt out of the way and back to the base of the stairs.

"Uh so, it is such a lame power dude. If you want to be a cool villain you gotta have cool weapons and powers." spoke the other Ditto. Sandboy turned and fired at him but that Ditto leapt over the shot then multiplied to form a Ditto ladder reaching towards the Sandboy and smacking him off his pillow. The Ditto's reabsorbed each other into the one above them so that the blast of nightmare dust wouldn't hit the original leaving just two Dittos. The one that was at the base of the stairs and the one that smacked Sandboy.

"I don't have time for this I've got some miraculous to snatch and nightmares to create." said Sandboy. His pillow returned to him like magic. He then flew out of the subway but before he could escape Lucky Girl snagged him in a mana claw keeping him in place.

"We're not done yet." said Lucky Girl as she pulled him back down into the subway and off his pillow.

Sandboy got up and his pillow returned to him. "Oh but we are." replied Sandboy. He quickly fired a blast of his nightmare dust at Lucky Girl. She put up a mana shield to block it. The shield barely appeared in time and blocked the dust. Sandboy continued to fire at her shield in hopes of breaking it.

"You can't keep that shield up forever. When you drop it you'll be too busy facing your worst nightmare to face me!" said Sandboy continuing his barrage.

Lucky Girl knew he was right but also knew that she didn't have to keep it up forever. "Hey dork. Behind you!" she shouted.

Before Sandboy knew what hit him a pile of Ditto's came upon him. "I got him, No I got him, We all got him!" shouted the various Dittos on top of Sandboy. There were too many for him to throw off and he couldn't focus on controlling his flight path anymore. The pillow started floating around slamming into the walls knocking a few Dittos off here and there but they'd only multiply again to make up those numbers.

Eventually the out of control pillow flew out of the subway and into the Parisian streets. Nightmare Dust was still falling from the pillow creating more Nightmares.

"Get Off!" demands Sandboy. The pillow flipped upside and all the Ditto's fell off onto a rooftop. But Sandboy stayed attached to his pillow as he flipped it upright again. He smirked but before he could attack the Dittos Ladybug and Cat Noir appeared and began attacking him.

Cat Noir slams his staff downwards at Sandboy. He narrowly avoids the strike. Then Ladybug threw her yoyo at Sandboy which he narrowly ducks. The two heroes land beside the recovering Dittos on the rooftop.

"You won't be able to fight your worst nightmare for long!" said Sandboy before shooting more sand from his pillow, the sand explodes once it comes in contact with the roof. All of the heroes narrowly avoided it and split up. Ladybug went left and Cat Noir right. Each were followed by several Dittos that later remerged once they took cover.

"He's moving around too much!" stated Ladybug from behind a chimney with one of the remerging Ditto clones

"And his evil sand is blowing everywhere." added Cat Noir before leaping off of a rooftop with the other remerging Ditto clone between his arm and body.

Ladybug activated her lucky charm but before it could create something she is then hit by the nightmare sand. "Oh, no!" worries Ladybug noticing the absence of an item.

"Who's about to get a pretty magic jewel?" rhetorically asks Sandboy floating down towards Ladybug and a Ditto clone. Ladybug whimpers in fear.

"Ladybug!" exclaims Cat Noir running and climbing up the rooftops back to her.

Ladybug tries to defend herself but her yo-yo has become useless. She then tries to jump away, but can no longer jump higher than a normal person would be able to.

"What's happening?" wondered Ladybug in shock of losing her powers.

Suddenly Sandboy lunged for her earrings but knocked her off the rooftop instead "Aaah!" exclaimed Ladybug as she nearly falls off the roof, however she manages to clamp onto the edge of the roof preventing her from going splat on the pavement.

Sandboy would have gone for stealing Ladybug's earrings if he didn't have to fight Ditto. Ditto had split in two (not including the one with Cat Noir). One went to save Ladybug and the other to keep Sandboy at bay.

Just as her hand slipped Ditto grabbed it and formed three other clones behind him to pull Ladybug up. She gave him her other hand and the Four Dittos pulled her up before remerging into one.

"What happened to your powers?" asked Ditto.

"His nightmare sand or dust or whatever its called must have stripped me of my powers." hypothesized Ladybug as Cat Noir swung up with the other Ditto. The two clones merged back into one.

The heroes suddenly felt the nightmare dust fall onto themselves. When they looked up they saw Sandboy above them sprinkling it from beneath his pillow above them. "The Sandboy just checked in! Now nightmares can begin!" repeated Sandboy with a wicked grin on his face. His grin didn't last long as Lucky Girl appeared on a gloating platform and hit him with several mana discs.

The discs were tossed lightly meant more to annoy him and they worked. Sandboy turned to angrily glare at Lucky Girl. "I told you before. We're not done yet." said Lucky Girl igniting her fists in mana. Sandboy didn't reply and instead went after Lucky Girl trying to inflict her own nightmare against her. She however avoided his dust and countered with her mana attacks.

Cat Noir and Ditto got into combat stances ready to fight (in Ditto's case it was just raising his fists and being ready to split himself) as Lucky Girl drew Sandboy closer to them, Cat Noir however was in a more defensive stance to protect Ladybug.

"Stay behind me, M'Lady." said Cat Noir

"You both still have your powers." said Ladybug astonished.

"Losing mine is not what I'm afraid of." replied Cat Noir. "Me too" added Ditto

"Then… what?" asked Ladybug

"Cat Noir!" shouted a voice from a neighboring rooftop across the street. The heroes looked to see an exact duplicate of Ladybug only angrier and meaner.

"Bad kitty! I'll never love you! I've always wanted to get rid of you!" yelled the Evil Ladybug.

"You have weird dreams too." stated Ladybug

"My bad." replied Cat Noir

"Wait if that's Cat Noir's nightmare than what's yours?" asked Ladybug to Ditto.

Suddenly a roar could be heard from above them. The heroes all looked up to see a giant being coming straight for them. They all leapt away (In Ladybug's case Cat Noir grabbed her and pulled her away) off the roof and into the streets.

The giant has tentacles dangling in the front of his face, like a beard. His skin is pale-green with yellowish spots on his face and tentacles. It doesn't appear to have a nose or ears but it does have red eyes. It has a mask covering its mouth and armor, attached to the armor are shoulder and leg pads. It also has metallic gloves with small fingers as well as reddish brown cylinders-like objects piercing his arms, giving him much stronger and more muscular limbs. This was Vilgax as Ben's worst nightmare.

The frills on Ditto's head sagged down and he gained a fearful look on his face. "Oh no. Not Yet." panicked Ditto.

Vilgax leapt off the rooftop and right in front of the heroes. "I will destroy everything and everyone you love!" boomed Vilgax. He charged straight for Ditto who split into two and ran around the charging Vilgax before remerging. Ditto than slammed his palm over the Omnitrix on his head triggering a flash of green light to appear.

In Ditto's place now stood Diamondhead. He looked at himself. "I was going for Four Arms but this'll work too." remarked Diamondhead before facing Vilgax.

"What is that!" exclaimed Ladybug.

"Vilgax. I'll deal with him you two handle your own nightmares." ordered Diamondhead charging at Vilgax. Vilgax had stopped charging and turned around to see Diamondhead going straight for him. Vilgax got into a battle stance and waited.

As Diamondhead got close Vilgax swung his fist at Diamondhead. Diamondhead ducked and formed a diamond column directly underneath Vilgax and shot it upwards launching him directly off the ground and into the air. Vilgax landed on a car in the street crushing it.

Vilgax got up without having taken a scratch. "That didn't even hurt and will do nothing to stop me from killing your loved ones!" roared Vilgax. The cylinders on his arms sank into them causing him to bulk up as if he was on instant power steroids.

Diamondhead pulled three giant diamonds out of the ground with his crystalkinesis(He can make crystals float. He has done this in the show before) and threw them all at Vilgax simultaneously.

Vilgax batted two of them to the side with his arms and caught the third and final one before throwing it back at Diamondhead. He leapt out of the way to avoid being crushed by the giant diamond.

Diamondhead turned his hands into diamond shooters and began firing diamonds vigorously at Vilgax out of his hands like a machine gun. Vilgax just stomped forwards directly towards him completely ignoring the diamond shards as if they were nothing. Diamondhead gave up on shooting diamonds seeing as it wasn't working. So instead he slammed his fist into the ground.

Diamond spikes suddenly started erupting out of the ground and more kept coming. It was like a wave and it was going directly towards Vilgax. The diamonds hit but what happened shocked Diamondhead. The diamonds broke on impact with Vilgax as if they were glass.

"That's not possible!" exclaimed Diamondhead in shock and fear.

"You have no idea what is and isn't possible." growled Vilgax resuming his march towards Diamondhead.

He wasn't sure what he was going to do but Diamondhead knew that he would fight to his last breath. Before the final fight could continue Lucky Girl swooped in and grabbed Diamondhead's hand trying to pull him up and onto her floating platform that she was using like a hoverboard.

"Gwen what are you doing!" said Diamondhead pulling himself up onto the moving platform whilst Vilgax followed them.

"Saving you thats what. Ben there's no way you could have beat him." replied Lucky Girl.

"You don't know that. I would have thought of something." replied Diamondhead matter of factly.

"No you wouldn't. Because that isn't the real Vilgax. It's your nightmare. Meaning it exists only to make you afraid." explained Lucky Girl.

Diamondhead thought about that and the more he did the more Lucky Girl's theory made sense. Not only because Vilgax seemed (more) invincible but also in his choice of words. He mentioned nothing about the Omnitrix and only how he would harm everyone Ben loved.

"You're right. And that means in order to beat him we have to beat the akuma." agreed Diamondhead.

"Good because you're up." said Lucky Girl.

Before Diamondhead could question what that meant Lucky Girl flipped the platform upside down dropping Diamondhead off. She didn't drop Diamondhead off above Vilgax or the street or even the Seine but right above Sandboy.

Diamondhead also saw that Ladybug and Cat Noir were leaping at him too or rather Cat Noir carrying Ladybug through the air directly at Sandboy with a shard of Ladybug's doppelgänger's sword. Diamondhead beat Ladybug and Cat Noir to the pillow however instead of cutting it he landed directly onto Sandboy crushing him between the pillow and himself.

The pillow couldn't support the extra weight of Diamondhead and Sandboy couldn't steer it because Diamondhead was right on top of him keeping him from getting up. So the two and the pillow crashed into the middle of the street leaving a small crater beneath them.

When Diamondhead got up he saw Cat Noir land onto the street with Ladybug in his hands. He then turned his gaze to Sandboy and rolled him off of his pillow before he could get up. Diamondhead formed his right arm into a blade and was about to slice the pillow but suddenly Vilgax appeared and tackled him away from it.

Vilgax slammed Diamondhead into the street after the tackle and kept him pinned so he couldn't escape.

"Any last words before I obliterate you and then your loved ones." rhetorically asked Vilgax

"Yeah look behind you Squidface." answered Diamondhead.

Vilgax turned his head to see Ladybug holding the pillow and cutting it with the shard from her doppelgänger's sword.

"Nooooooo!" boomed Vilgax as he rushed off of Diamondhead to stop Ladybug. Vilgax was already too late though for the akuma had been released and Ladybug just then activated her miraculous ladybug with the shard.

The miraculous ladybug power restored everything to normal including getting rid of Vilgax, Ladybug's doppelgänger, and every other symptoms of nightmares created by Sandboy and Hawkmoth.

Ladybug then now having her powers restored caught the akuma in her yoyo and purified it before releasing it now as a white Butterfly fully undoing everything Hawkmoth did and reversing Sandboy back into his pre-akumatized state.

Lucky Girl landed her platform by Diamondhead and ran over to him. "You okay Doofus?" playfully jabbed Lucky Girl smirking. She offered out her hand to pull him up.

Diamondhead grinned and took her hand. "Never better Dweeb." he replied. The two then laughed a little before joining Ladybug and Cat Noir as they heard what happened to the Sandboy.

"Oh, Ladybug. I watched a movie on TV. It was kinda scary. And then I went to bed and had a really bad nightmare. I woke up and there was a black butterfly in my room a-and a weird man spoke right in my face." explained the boy.

"Hawk Moth. He fed of the negative emotion from a nightmare." said Ladybug realizing what happened to upset the boy and akumatize him.

"That's what happens when you let kids watch anything they want on TV. Oh…" Cat Noir's ring began beeping signaling his transformation wearing off soon. "Can I leave you to take this young man back to his parents?" asked Cat Noir

"No problem. Right, big boy?" asked Ladybug

The boy hugs Ladybug shouting "Yay! Awesome, Ladybug!"

Before Cat Noir could leave though Ladybug stopped him to say one thing "Cat Noir? You don't really think I'm as evil as your nightmare, do you?" she asked.

"'Course I don't. You're the lady of my dreams." flirtatiously answered Cat Noir before leaping above a building and disappearing.

Ladybug smiles to the spot where Cat Noir had disappeared before turning to face Diamondhead and Lucky Girl. "After I take him home we'll need to talk." said Ladybug. Her expression showed that she was being serious.

"Alright how about you meet us at the Eiffel Tower as soon as you get the kid home?" suggested Lucky Girl.

"Alright." agreed Ladybug taking off with the kid back to his place.

* * *

Ladybug swung towards the Eiffel Tower but she didn't see Lucky Girl or Diamondhead there. At first she thought that they lied to her but then she saw Lucky Girl standing by a closed closet area.

She leaped down and landed in front of Lucky Girl. "Where's Diamondhead?" asked Ladybug.

Lucky Girl responded by banging on the closet door and said "Hey time to come out. Transform already."

Ladybug was about to ask what she was doing when a green flash emanated from behind the door. When the flash died down Upgrade came out of the closet.

"Uh What's this one called again?" asked Ladybug.

"Upgrade." answered Upgrade.

"Right so now to the point. What did you do to Kevin?" demanded Ladybug.

"Wait how do you know about Kevin?" asked Lucky Girl.

"She was there when I fought him in the park." answered Upgrade "Also to answer your question (gestures towards Ladybug), we cut a deal."

"Are you serious! First you say he's not an akumatized victim, then you say you'll take him to prison! And Now you say you cut a deal with him! What could have possibly have made you do all this...this whatever is going on I need to know now!" yelled Ladybug letting out all her frustrations.

Lucky Girl was going to reply but Ladybug stopped her "I want him to explain it." said Ladybug pointing at Upgrade.

Upgrade explained to Ladybug why Kevin was there, what his powers are, and then got to the part about the deal.

"So you're saying that Kevin, Came here to warn you than decided to attack us to get even with you, and then you just let him go for something? What did he give you that would make you release someone like him?" asked Ladybug. There was still some hostility in her voice but she had mostly calmed down.

"Information" replied Upgrade.

"On what?" questioned Ladybug

"On... What's coming." answered Upgrade.

"Coming? What is coming!" Ladybug raised her voice again when she asked although it was more of a command.

"So you saw that big green squidfaced juggernaut that was after B-err Upgrade earlier tonight right?" Lucky Girl interjected placing herself into the conversation.

"Yeah what was tha- wait you're saying that that thing is real and out there somewhere and is coming her to Paris!" exclaimed Ladybug.

Lucky Girl merely nodded her head in response.

"Please tell me that the real one is not invincible like the nightmare." said Ladybug with some fear in her voice now and the frustration gone.

"He's not invincible." said Upgrade.

"Phew thats a relief." said Ladybug

"But he's so powerful he's nearly invincible." added Upgrade.

Ladybug groaned before replying "Please tell me he has some sort of weakness we can exploit for when he gets here."

"Nope. But we have beat him before." stated Lucky Girl

Ladybug sighed before asking "How much time do we have?"

Lucky Girl and Upgrade just shrugged.

"You two don't know great. Is there anything we can do to prepare?" further asked Ladybug.

"Not really. We got a weapon that'll hopefully get rid of him for good this time." answered Lucky Girl

"Great what is it?" asked Ladybug

"It's called a Null Void Projector. It's basically a portal gun that leads to a prison dimension." explained Upgrade.

"So if we send him there he'll never escape. That's good. Yeah. Anything else I need to know before I explain the situation to Cat Noir?" said Ladybug.

"Just that you'll know when he's here. He's got a big spaceship." answered Upgrade.

"Good to know. I... I guess I'll see you guys either then or the next akuma attack. Bug Out." said Ladybug a bit depressed but expected since she now knows of the upcoming danger. She swung away back to her home.

Lucky Girl and Upgrade looked at each other. "Do you think it was right not to tell her?" asked Lucky Girl.

"She has her mind blown already. We don't need to ruin the one thing she can hope will work by telling her that Vilgax has escaped the Null Void before." replied Upgrade before turning back to Ben.

Lucky Girl walked over to the balcony and looked over it and at the city "Yeah you're probably right." said Lucky Girl.

* * *

Ladybug landed on her rooftop and transformed back into Marinette. "That's really worrisome Tikki. Has there ever been anything like this before?" asked Marinette as she climbed down into her bedroom.

"Not to my knowledge Marinette. I wish I could be of more help." replied Tikki.

"I'm sure we'll get through this. Lucky Girl and that uh techno alien have that portal gun that'll hopefully keep us safe." said Marinette as she got into bed and under her covers thinking "That Techno alien sounds familiar but whose voice is it?"

* * *

**And Done. So I know this is a little later than usual but I've been doing other stuff in my personal life and school has started again. I'll try to release the next chapter by early October but school just really drains me. Anyways Thanks for reading, If you have any questions regarding the story PM me and I'll answer them. See you guys next time and please fav, follow, and review :)**


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